Seeing Yet Blind
by Foresaken-Shadow
Summary: My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan, & Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined. Major ScottJean, LoganOroro, LoganJean, BobbyKitty
1. A Change of Opinion

**Author's Note: **Hello readers (: First X-men fic that I'm actually half-way proud of. I have written a majority of the series, and it's already been submitted to my deviantArt account. Total, I'm expecting 15 chapters on this.I just took the liberty of submitting it here as well, so the general, public could read it as well. Please take note this is virtually the first X-men fic I've attempted...so try not to come down too terribly hard 3 **This is also COMPLETELY movie-verse.** I have not read the comics (although I do know some bits about them), and I haven't watched the cartoons in ages. I've seen all three movies at this point, but majority of the fic was written before I saw _The Last Stand. _

**Summary: **My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M.** There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser): **Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby and more in later chapters

**Pairings: **major Scott/Jean, minor Scott/Ororo, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters

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**Chapter 1 -- A Change of Opinion**

As his eyes flickered open, one of the first things he realized was the insignificant fact that his lips were dry. He bit them together and then ran his tongue over the thin, cracked skin. He then looked down at his hands, and then back at the door from his half-way sitting up position on the bed he'd once shared with the only woman he'd committed his life to. The sudden thought of her made him sink into the sanctuary of his mind, throwing him out of reality, but a soft knock on the door dragged him back into the afternoon of the real world. He reluctantly looked towards the door, and as if he hadn't spoken in a long while, he rasped, "It's open."

Outside, Ororo nodded to herself slightly and then reached for the door. It clicked as she turned the knob, and then she pushed the large door inward as she came into Scott's line of view. He arched an eyebrow as if to ask why she'd come.

"Scott," she began gingerly, "the professor is requesting to speak with all of us."

"Ah," he nodded, reluctantly pushing himself off the bed at the same time. As he found his balance, he placed his hands on his sides and waited for any further explanation.

"I'd appreciate if you'd come…you have hardly spoken at all in the past several months…"

Scott sighed angrily, and then rubbed his forehead, feeling a headache coming on.

"Would you at least escort me back?" Ororo compromised. "Please?"

Scott looked up and then nodded, slowly striding blindly over to her side. He then flashed a hint of a smile of reassurance as he held out his arm. Ororo lit up noticeably at his actions, and then she cautiously curled her arm around his. He then led her out of the room that was teeming with darkness and depression and down the hall.

"Scott, we're all worried about you," Ororo finally said after the two had been wandering aimlessly through the hall, arm in arm, in silence.

"No reason to be," he said, not bothering to catch her glance, just looking forward in an unconcerned manner.

Ororo paused, trying to piece her words into legit phrases. "She was my best friend," she finally managed to blurt out. "The first one who showed any friendliness," she added more calmly. She felt somewhat hesitant to address the subject of Jean anymore than absolutely necessary, but at this point she was desperate to get Scott to accept her death and move on with his life.

He sighed as if an immense burden had forced his breath out. "I can relate…" he said quietly. "…because our meeting was the result of a horrible accident."

Ororo looked up at him with curious eyes. But when Scott caught her gaze, she looked away in a flash, feeling incredibly flustered and embarrassed for some reason. She then pretended to be interested something other than him; she then realized that silence had numbed their ears again, and she continued, "May I ask what happened?"

"When we were still in school…" he replied, swallowing his pride, "or rather when I was still pretty new around the Institute, I was always the quiet kid. So obviously I was the target of what few bullies we had then."

"Oh, Scott," Ororo whispered, already feeling sorry for him.

"Some kid acted like a smart-ass when I was ignoring him, so he took my glasses during the middle of class," he paused gravely, "I didn't even realize what I'd done until it was too late." He fell silent as violent images of the day replayed before his eyes. "I knew I'd hit someone, but the damage I didn't know. I just backed off into the corner, eyes closed, and fearful," he finished slowly.

Storm looked down and bit her lip. She knew that Scott hated lacking the protective vision devices more than anything. She had seen more than once how much pain Scott's easily accessed vulnerability had caused.

"The class shut up instantly, because no one had seen anything quiet like me," he breathed, "and I could tell by they distant shifting that they'd all backed off…"

"Scott…that's horrible…"

"…I'd killed the girl that sat in front of me."

Ororo's lips parted as if to object that it was his fault, but he cut her off before she even began.

"I was alone, in the back of the classroom, having to stay with my own damn eyes closed so I didn't do any further damage, I was terrified. I was a teenager...should of handled it better, but I felt like a damn trapped animal."

Silence echoed eerily between them as they neared the den of the mansion.

"Then I felt a hand on my shoulder," he paused, and a flicker of a smile crossed his lips. "It was Jean…she was the only one to accept me, at that point in time anyway."

Ororo smiled innocently, and then whispered in continuation, "…and as time passed, it was inevitable the two would fall in love." Her face suddenly fell as she added hollowly under her breath, "Fate just had to rip it away…"

Scott said nothing. He then withdrew from her arm suddenly and motion to the den. "Well, here we are," he sighed.

Ororo's eyes flashed to the room where their comrades were waiting patiently, and then back to Scott. He didn't bother to even glance at the mutants within the room, for he didn't want to have to suffer through another idiotic speech from Xavier. But after no further response from Scott, Charles wheeled forward a few feet and then cleared his throat.

"Scott, I feel that what I have to say pertains greatly to you," he began.

"I'd rather not be here, Professor. Truth be told, I was just walking Ororo back because I'm fairly sure she'd of somehow summoned a rain cloud to follow me for the remainder of the day if I didn't," he replied simply.

"Scott--"

"Don't," he barked suddenly. He then turned on his heel sharply and began down the hall at an incredibly quickened pace.

Charles sighed in a defeated manner and then backed to his former placement. He then shifted slightly in his seat as he contemplated the best way to express his speech in the least upsetting way…

"What the hell is up his ass?" Logan suddenly broke the icy silence of the room as he arched an eyebrow at Scott's sudden exit.

"He's yet to accept Jean's death," Ororo replied simply as she glanced quickly around the room, and sliding soundlessly into a free leather coated chair.

Charles glanced at Ororo and then asked calmly, "Is he really that tense still, Storm?"

She nodded as she replied, "Yes, although we did hold a relatively normal conversation as we walked down the hall. So at least he's feeling well enough to speak again… But at one point I thought he was going to break down in the middle of the hall, although he didn't." She sighed and then looked down at her hands, which were resting on the arms of the seat, and then replied honestly, "He seemed like his regular self, for the most part."

She knew it was a lie though; Jean had been a huge part of Scott, and with her gone it was much like the emotion had been ripped away from the man.

Charles sighed and blinked slowly, taking in what new information he'd just been given. "Well at least it's progress. But we need to get Scott to move onward in life…for we cannot function as a whole without him."

Scott tore through the halls with a blind anger at his heels. He thought he'd been aimlessly traveling down the lonesome halls, but unfortunately he was wrong. His shuffling steps and veering turns nearly caused him to crash into several of the corners on more than one occasion, but he managed to not beat himself up too much as he subconsciously neared the one place he needed to be at that very moment… The man came to an abrupt stop at a large window located just outside of the one room in the entire mansion that held so many memories of his. He threw his palms against the edge of the windowsill, causing it to create indentions on his hands and he strained his knuckles, which caused the skin to turn white. He let his head hang low for quite some time before he looked up to see the whitened skin on his knuckles, and then he loosened his desperate, clinging grip on the wood. His gaze rose even further, this time to the dying afternoon sun which dyed him a lovely deepened tan color.

As he stared out the window, an air of uncertainty began to overwhelm him. Images flashed before his eyes; days and nights when he and Jean had been standing in that very spot, either talking, kissing, or just even standing in the silence, enjoying the company of the other.

Then a final flash; water...the lake, and a faint scream.

It nearly killed Scott.

"I have to get out of here…" he breathed, raking a hand through his hair as he turned around. But he nearly jumped out of his skin when Ororo was standing behind him, again.

"Then get dressed, and I'll take you out tonight," she said firmly as she put her hands on her hips.

Scott drew back, leaning against the windowsill again, this time with his back. "You…were rather prepared for this.." he said slowly, trying to shove the startled-ness aside.

"Just go. You need to loosen up, and I'm tired of seeing you like this," she gave a comforting smile. "Go!" she pushed him to his room and then turned down the hall again, disappearing into the newly forming shadows.

Scott made sure Ororo caught his skeptical glare before he was forced into his room. "What the hell is she thinking…?" he asked himself as he picked through the closet, trying to find a nicer, less rumpled shirt to wear.

Mere minutes later Scott met Ororo down in the garage. She was standing by her own car, keys in hand, with a jacket folded over her arms. Scott then really noticed she was dressed slightly nicer than usual, and he raised an eyebrow in suspicion.

"What exactly are you thinking, Storm?" he questioned, having his own lurking fears about where this was going.

"Scott, don't worry," she gave a smile that was full of laughter. "There's no one that could replace Jean."

He sighed, feeling one less fear weighing him down. He then glanced longingly towards his own slick blue car, and just as Ororo caught this stare she objected, "No way. I'm driving." She then didn't hesitate to unlock the doors and shove the keys into ignition, firing the car on. Scott rolled his eyes slightly and then sighed, thinking maybe it was time to loosen up…even if it was just a little bit.

A short drive down the hidden back roads in the final rays of light lead the pair to a seemingly abandoned bar in the middle of no where. Scott, again, threw a wary look to Storm, but she gave him a much deserved "get-real" look.

Ororo then titled her head towards Scott slightly as she shifted the keys to cut the power on the car, and then she muttered, "Hey. I go here pretty often, so that pretty much says that it's at least tolerate-able, and don't even try to pull the 'I don't drink' crap. I've seen you." she ended the last sentence with a smirk as she stepped out of the low-lying car.

Scott gave a chuckle as he too lifted himself out of the sleekness of the car, and then he advanced to Ororo's side as she entered the bar. As soon as the two entered, the uninviting smell of wafting smoke seemed to be attracted to the two newcomers. Not only did the smoke burn pleasantly in their lungs, but it created an atmospheric haze around the few lights in the bar. Upon nearing the counter, the familiar scent of alcohol caressed their senses. Scott's eyes diverted towards the counter as he took his seat and folded his arms over the hard surface. He sighed in a somewhat self-accusational way as he hunched his shoulders slightly. Storm fell into place beside him, and she draped her black coat over her shoulders upon entering. She then ordered a glass of liquor for herself, and Scott chimed in ordering a beer.

The two sat in silence at the farthest edge of the bar for the longest time. Scott was almost beginning to believe that he'd come alone, and Storm thought that Scott had died because of the silence. She then laughed to herself at the thought of Scott drinking himself to death in one night.

Yet by the time she'd finished two glasses, Scott had inhaled nearly twice as much alcohol as her. She reached out for his shoulder with slight hesitation as he took another swig.

"You okay?" she asked quietly, seeing he was still rather tense.

"I'm…I'm fine," he stammered. Scott then glanced briefly as Ororo, and cursed to himself as he saw her concern. "Really…I'm fine," he confirmed.

She nodded and then turned away from him. She noticed Scott order yet another mug, and she rolled her eyes as she beat Scott to pay for it. She sighed regretfully and then murmured, "We're heading out after this…it's been almost two hours." With her last sentence she drew in a small gasp of surprise, for she couldn't see how they'd of burned two hours just by sitting in silence at a bar. Apparently it was possible.

"I've got to drive him home…" she whispered to herself, burying her face in her hands. She then looked at the empty wine glass before her, and she tipped it back and forth boorishly as she listened to Scott down his drink to the left of her. "God only knows what I've done…" she breathed as she placed a few small bills in the glass jar before them. She then quickly surveyed Scott, finding that he looked very sober for having five drinks. Although that was another story when she rose from her chair and headed for the exit.

Scott rose a little too quickly and nearly fell, and he would of if not for the bar itself, which he managed to grab a hold of before loosing his balance.

"Come on, you," Ororo teased slightly, pulling one of Scott's arms around her shoulders while she held onto this hand with one of her own, and the other was around his middle. He began to object, but she simply gave him a smirking stare, and he backed down.

His steps were faulting and uneven, which proved to Ororo that he was in fact, not exactly sober, as she had falsely hoped. She made it out the door with Scott, who still remained fairly quiet, but when they made their way through the gravel-covered parking lot, he slowed their pace. She looked up with slight curiosity, although she didn't mind shortening her strides.

"Thanks," he finally said.

"We needed it, especially you," Ororo replied. "I just hope you'll be alright come morning…"

"I'll be fine…hopefully.." Scott said uncertainly. He then chuckled to himself as he found it hard to remember the last time he'd even had enough liquor to make him drunk.

"Let's just hope you have a good rest tonight…and that you haven't got anything coming up tomorrow," she laughed, because she knew she was now teasing him. Surely he hadn't had enough to push him into a hangover, but you'd never know with Scott.

The two made it to the car, and Storm punched the gas and the car blasted down the moonlit roads with ease. She fiddled with the radio for a few moments, and then the two agreed upon a station that was playing a rock song neither had heard prior to that moment. It wasn't a bad song, they both thought in unison.

"…don't tell anyone… No you'll be just another regret…I hope that you can keep that…my dirty little secret…"

Scott chuckled and then put a hand to his mouth as he stared out the window. "Funny," he mumbled to himself, thinking of one of the numerous times he and Jean had kissed beneath the moon. Ororo on the other hand raised an eyebrow and smirked to herself as she listened to the remainder of the song. By the end of it, the two had listened to it in silence, and Scott had half-heartedly hummed along with the guitars before Storm cut the engine and forced herself out of the driver's seat. They slammed the doors, unknowing of what time it was, and Ororo winced as she read her watch to be nearing the hour of one, on this new Saturday morning.

"Hopefully no one was asleep yet," she laughed, raising her eyebrows. Scott smirked and then for the first time in too many months, Ororo realized he'd attempted to move on. Whether or not it was because of the liquor...now that was a different story. She strode slowly to the door to enter the school, and Scott followed clumsily behind her.

Surprisingly, when she'd opened the door leading into the hall from the garage, the majority of the lights were turned off. No one liked to sleep on the weekends, or so it seemed recently.

"Well that's weird…for a Friday night no less…" Scott spoke exactly what Ororo was thinking. The two then navigated in the dimly lit halls until they'd reached Ororo's room, and then she paused outside the door.

"Thanks for coming…" she whispered, "I'm glad you're feeling better." She smiled up at him, and then she shifted her weight from one foot to the other as she waited for a response.

"No…thank you. I needed you," he breathed, taking a small step forward.

A chill suddenly ran down Ororo's back as she became aware of the fact that she couldn't see through Scott's dark lenses. Her own eyes shifted nervously from where she thought his eyes would be behind the glasses, and then she realized just how close they were.

"Scott --" she whispered.

He kissed the corner of her mouth with a gentle hesitation. Her eyes lowered and she looked to him through the corners of them. She then swallowed with doubt consuming her. He pushed further her by teasing with the edges of her lips, and she felt numb, unable to move away, unable to tell him to stop. Whether or not it was by her will or not was undeterminable at this point. Her lips quivered slightly in response, and then she caught wind of his breath, which alone was enough to intoxicate her.

Her eyes fluttered closed, and she shifted so that her nose brushed his cheek as she returned the kiss. Her eyes opened for a brief second between kisses, and she drew in a startled breath when she brushed his glasses.

"Scott…please...don't…" she breathed, drawing away barely. His hand then found the small of her back, and he barely traced it before she arched up, deepening their erotic kiss. Her mind was screaming, 'Your heart is with Jean..." but unfortunately she was not a telepath like her.

She then knocked against the door unexpectedly, and she pulled one hand away as she used it to blindly reach for the door knob. She shifted suddenly as the door eased open, and then she broke away from his lips, but not from his hold as she turned to stare into the interior of the room. Her eyes gazed uncertainly over her bedroom, and tears rose in her eyes as she choked beneath her breath, "Forgive me now, Jean…" seeing as Scott hadn't left yet. "But I see why you love him so much…" she added beneath her breath.


	2. A Fight Between Friends

**Author's Note: **Hope you enjoyed the first chapter! In all honesty, I am not too proud of...the first 5-6 chapters x3 Tehee. Again, this is my take on how X-men 3 _could have gone_. After seeing it, I will say that this does not have any spoilers to the movie. Although...I did tend to take a few scenes from the previews in some chapters. 

**Summary: **My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M.** There is a fair amount of language, semi-frequent mild adult-type-themes, and violence.

**Main Characters (most main to lesser): **Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby and more in later chapters

**Pairings: **major Scott/Jean, minor Scott/Ororo, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. .o**

* * *

**Chapter 2 -- A Fight Between Friends**

Scott sighed when he finally opened his eyes. He rubbed his forehead as if trying to rid the minor, annoying pain of the headache, but his efforts were in vain. He squeezed his eyes shut and allowed himself to get lost in the darkness for a few seconds, and then he was suddenly aware of just where he was when he heard a weak sigh beside him.

"Damn it," he swore, recalling the previous night's events that were extremely burred in his own mind. "Somebody shoot me right now," he whispered, letting his hands fall like dead weights beside him on the sheets. He then glanced at the woman beside him and he blinked hard before deciding to force himself out of bed. He swallowed dryly as he found his footing on the wood floor, and then he stretched his neck side to side as he looked for his shirt.

Just as he reached for the now wrinkled cloth on the chair beside the bed, he hissed as he drew in a sharp breath. His breath grew heavier as he put a hand to his forehead again, feeling an unreal stab of pain erupt in his mind. "Ugh…what the hell…?" he breathed, retracting his arm slightly. He winced as he took another deep breath, and then he retrieved his shirt and pulled it on slowly while sighing outward. "Probably the damn drinks…" he hissed bitterly.

"Scott…?"

He froze, for he'd hoped to escape from the room before Ororo woke. He looked to her, and she was lying with her back to him, and he swore she was trembling. "Yeah," he replied, beginning to smooth out the sleeves of the shirt to busy himself.

Ororo closed her eyes regretfully as she shifted into a sitting position. She pulled the cover over her, leaving only her shoulders and up exposed. "I'm sorry," she whispered, looking to him painfully.

He arched an eyebrow and then looked down to begin buttoning his shirt. "Don't be," he said with an unenthusiastic chuckle, "I was the one who was drunk." He then suddenly withdrew one of his arms and took a slight staggering step back. This foreign pain seemed to be coming in waves now…

"You okay?" she questioned anxiously, edging closer to the man out of worry.

"Mm..mmmhmm," he mumbled, finding it hard to focus on anything but the pain at this point.

Suddenly a voice seemed to maneuver through all the cloudiness of the pain in his mind, calling to him, _'Scott…Scott.'_

He gave a heavy outward sigh as he balanced himself shakily against the wall, and then he replied, '_…Professor?_' The two were communicating soundlessly thanks to Xavier's mental powers.

'_Scott, come to the lab. Oh, and bring your visor…you may need it…_'

His eyes flooded with concern from behind the dark glasses. 'What? What's wrong?' he questioned desperately.

'_Just come…_' Xavier's voice seemed stressed in Scott's opinion, and this worried him. What could possibly be happening…?

The man then looked up from the floor to Ororo again and quickly murmured, "Just forget about what happened." before he bolted down the hall, slightly wincing in pain from the growing headache.

Moments prior to Xavier's plea for help, he and Logan had been in the lab, silence ringing in their ears. Even the cautious steps Logan took to avoid making noise caused them to reverberate off the sleek silver walls.

He bit his lip as he looked down at his watch. "How long has she been here…been like this?" Logan asked quietly, running his hand over his mouth. Adrenaline caused thousands of questions to bound across his mind, but he couldn't find the words to express exactly what he felt…

Lying as still as death on the long operating table was a woman; the woman the X-Men had grown accustomed to calling Jean. Charles was watching over her carefully as she was being given detailed medical care, for he knew that as soon as she woke she'd be anxious and frightened. Logan had been looking for the professor to ask him about Jean's possible survival, and lo and behold he made his way to the lab to find the very woman lying before him.

Her face was emotionless, and her body was incredibly still. Yet everything else was the same: the slope of her skin, her closed eyes, her hair had grown longer, but…everything remained the same. Logan couldn't even begin express his relief, knowing that the woman he'd shed tears over was now alive.

"Logan, I will warn you now… Do not touch her. Even a minor brush against her skin could cause her to wake and cry or lash out in confusion and fright," Charles said firmly, looking over the woman for the millionth time; this woman whom he'd treated as his own daughter.

"Why? Wouldn't she just be relieved to know that she's alive and back home?" he questioned.

The professor sighed and looked up to Logan. "Logan," he began gravely, "this woman is not the Jean Grey we know and love."

Logan cocked his head slightly and arched an eyebrow, of course thinking this was ludicrous.

"She has little recollection of what went on at the incident at Alkali Lake, but from my observations, it seems that her powers have drastically evolved. I fear that if she wakes, she will lash out because she will not recall where she is," he continued. He then sighed and closed his eyes, hoping the observations were wrong. He then wheeled back to the table that the papers were scattered on, and he looked them over again.

Logan edged closer to the woman's side, and then he looked over her face, taking in the details like rays of the sun. "Hey…" he breathed, allowing his hand to go astray and hover over her body. "We all missed you…" His fingers grazed her neck.

That, _of course_, was a mistake.

A hand flew to Logan's wrist, and then the woman opened her dark eyes. Her lips parted and she hissed, "Where am I…?" as she dug her nails further into Logan's skin, fear beginning to sink into her mind.

"Logan!" Charles cried as he turned as a result of the sudden disturbance.

Jean's muscles rippled as they began to tense. Anger flooded into her like crashing waters, and then was coated with fear. Her eyes darted frantically from the nearing Charles to Logan, and then she leapt up to her feet on the operating table. Xavier's heart leapt forward, but he reminded himself that he must remain calm for this to flow as smoothly as possible…

"Jean…please calm down," Charles insisted gently.

"Don't," she barked, "call me that."

Logan stood at the opposite side of the table and he begged, "Please, Jean…just listen to the man."

"Shut up!" she shrieked, throwing her curled fists to her sides. The lights flickered slightly and her hair wavered in the non-existent breeze as she looked from one man to the other, a glaring hatred on her face. Her breaths grew heavy as she strained her muscles. She then threw her hands out from either side, thus causing Charles and his wheelchair to slide backwards, out of control, until he collided with the wall. Logan firmly planted his shoes to the ground, and thus he slowly slid backwards under Jean's pressure. When she looked from Charles to Logan and found that he was hardly struggling, she threw her hand out further, causing Logan to literately fly across the room, and smash heavily against the silver wall at the opposite end of the room.

This is when Charles had called for Scott.

Scott ran down the space of the empty room. His heartbeat had quickened and his breath was obviously expressing anxiety. He'd replaced his dark glasses with his visor as well.

"Professor…!" Scott called through the sealed door leading to the lab where the hidden danger lied.

The professor mentally forced the doors open, allowing Scott's entrance. '_Careful, Scott--_' he warned.

Scott jogged in, his hand fingering the edge of his visor. 'Why say that…?' he began to question, but his words were shot dead when he entered the room. A word hovered behind his lips, but he couldn't find the voice to say it with.

"--because not everything is as it seems," the Professor finished verbally, just before the violent woman threw him further against the wall.

"…Jean?" Scott breathed, but she couldn't hear him over her repetitive vicious attacks to Logan and Charles, feeling as if her power was infinite. Her back was turned to him, and her blind confusion and fiery anger was enough to numb her senses of on-comers.

"Jean!" Scott yelled accusingly, advancing to the woman who stood atop the table.

Her head whipped around and she gave him a disapproving glare at first, then her breath faltered upon seeing the fain red gleam of his visor. Her eyes narrowed only the slightest amount, and then she threw the hand holding Xavier at Scott.

'_Think fast, Scott._'

He was hurtled through the long room at an unimaginable speed. Paralyzed in disbelief, it was sheer luck Scott even heard the Professor, and his luck was only multiplied when he managed a semi-clear shot with his visor.

The light above Jean flickered off as it was loosened out of the ceiling from Scott's attack. A sickening creak echoed as the light fell out of the ceiling. Xavier picked up the remaining job of sending the light crashing down on the woman's shoulders, making her stumble as she tried not only to keep her balance, but her hold on Logan.

Scott then gave a faint cry of pain as his back hit smack center on the wall that was over 30 feet away. His breath was forced from his lungs, causing him to choke as he searched for air. He fell into a crumbled, slightly blooded heap where the wall met the floor. He continued to gasp painfully as he barely managed to keep himself off the floor…

"Jean…" he breathed, "…what did I do this time?"

He lied still, cold, unmoving. Mere moments ago, Scott had been bleeding slightly, but he'd been out cold from the sickening collision with the wall. Now being given a lengthy MRI; Scott was being checked for how broken he really was.

He lied calmly on his back, lips parted slightly as his weak breath escaped them. His glasses rested lightly on his face, and his chest was bare as his arms rested on either side of his body. The limp fingers then curled into fists as he murmured, "Jean…god, Jean…"

"I fear out strong leader has been shot down," Charles admitted with a sigh as he looked to the glowing confinement where the man who was rapidly regaining consciousness lied.

Scott began to stir, but his eyes were yet to wake.

'_Scott,_' Charles called to him reassuringly.

"What…what, I'm awake," he rasped, beginning to attempt to shift his weight.

'_Don't move,_' Charles commanded. '_The MRI will have to be completely redone if you move much more,_' he concluded with a light chuckle.

"Why am I in here in the first place? All that happened was I hit the wall…no damage done…" Scott objected. Yet he sank against the white table top without further argument.

'_Phoenix could have easily killed you. In fact, I am surprised that she did not. Be lucky that you are alive at this point_,' Charles dodged Scott's questioning.

"Professor, please. More than enough times I've been hurt more than this," he objected again.

'_Scott, I cannot afford to lose you, and you need now, more than ever, to be in the best health possible_,' Charles replied firmly.

Silence greeted him this time. Arguing with the Professor further would be pointless.

So finally Scott uttered, "…where is she, Professor?"

The dull clapping of the MRI lights echoed eerily in the cylindrical enclosure. Scott sighed miserably, fearing Xavier's deliberate delay in response. His eyes fell closed as the lights continued to flash, without fail, in an almost mockingly manner. They shut off with the sound of the power whirring down. Xavier flipped a switch and the table Scott lied on slid of the machine and came to an abrupt stop before the wheel chair.

"I honestly don't know. She cut off her mental communication line with me," he replied somberly.

"What about Cerebro?" Scott pleaded.

"What _about_ Cerebro, Scott? It was deliberately damaged by Stryker only a few months ago, if you had forgotten," Charles retorted.

"I'm going after her then," Scott barked stubbornly. He pushed himself off the table and fished up his shirt as he excused himself without giving the Professor a chance to object.

"Scott…" Xavier sighed regretfully. "Love is making you blind." He paused and then turned back to the unfinished work of cleaning up and shutting down for the day. "If you'd just open your eyes…" he whispered, "You may have seen the Phoenix before...but things have changed."

"John, come here please," the elder voice was sweet with disapproval.

The young man stumbled in, his legs still on fire from the demand of energy and the incredibly strong will to run. His unsteady, shuddering breaths were loud and pained. "Yes…sir…" he finally came to a stop in the massive room, putting his hands on his knees as he winced in slight pain. His side ached, and his lip bled as well.

"Did you have _another_ run in?"

Pyro swallowed hard and replied lowly, "Yes."

Magneto arched an eyebrow in disapproval. "You know my response to these run-ins. They are not acceptable," he mused.

"I'm sorry sir…" he coughed, and then he sucked in a deep breath before returning to a full standing position.

"And by the looks of it, you lost, then fled," he continued in a voice next to monotone.

"Sir…I'm truly sorry…there wasn't any other option…" he halfheartedly objected as he wiped the crimson blood from his lip. Although, the taste remained embedded in his mouth.

"You _let_ him win then. You let that pathetic excuse, what…what do they call him…Iceman? You fled from _him_, of all people," he barked, with his voice rising steadily. "You are weak."

"Sir…"

"Next time, you will kill him. He is an unnecessary nuisance. And then maybe even dear Rogue will agree with you…especially if you make it seem as if her dear Iceman was the one who betrayed her…I'm sure you can manage, hm?" Magneto continued, still unimpressed.

"But sir…that…that cannot be done without…" his words were shaking in uncertainty.

"It will be done, as it was done to me," Magneto held up a thin vial, then he carelessly tossed it to Pyro before turning away. The young man stumbled to catch it, and as he did Magneto strode away. "Do not fail me again, John. Do not fail me again."

"But sir…why would we need Rogue?" he called quickly.

Magneto paused in the distance. "Because its one less mutant _against_ us, John," he replied plainly.

"God only knows how the others will react to seeing the effects…for the first time…" Pyro breathed, looking down at the vial between his fingers. "It very well may throw Cyclops…that pathetic leader, for a loop," he added with a smirk, tossing the vial up and then swiping it again. "Well I am curious to see how the _big, bad_ boys will respond to an attack from their own," he chuckled.

Farther along the hall, opposite Pyro, Magneto sighed and rubbed his forehead. "Little does even the naïve Pyro know…that the dear X-men are loosing their incredibly tight grip of control. Faults and lies ensare them, but even as I speak…" he paused and chuckled, "Dear Cyclops will go chasing after the lies he believes are so true…" again he chuckled, "Do well, Phoenix. Do not let anyone shoot you down."

"Scott…Scott please…slow…down!" Ororo cried, her voice raising to a scream on the last word. She groped for his arm, and when she finally caught him, she attempted to claw into his skin. "Scott, please…stop being so…rash…" she cried again as he whipped his arm away. She stopped angrily, allowing Scott to continue on in an enraged storm. "Oh that's it," she hissed, throwing her fists to her sides.

As the sky cracked and groaned, Scott's head snapped towards the uncovered, and convientely open window beside him in the hall. "Shit…" he breathed, knowing that sooner or later Ororo was going to snap. Scott backed away from the window uneasily, but that wasn't enough to stop Ororo from causing a bolt of lightning to strike mere inches from the man.

"Okay…okay…" Scott breathed, peeling himself from the wall.

Ororo stood firmly in place with her hands on her hip, a deadly-cold glare on her face. "What the _hell_ is wrong with you!" she barked, demanding answers.

He apparently had been holding his breath, so he gave a heavy outwards sigh. "Jean…is alive," he gasped.

Ororo's tightened face fell to an "oh" expression.

"I don't know what was wrong…but I need to find her. I need to at least get her back here, if nothing else," he finished.

Ororo nodded and then swallowed hard.

"What is it?" he questioned, an edge to his voice.

"You remember yesterday? Before the bar I mean…" she stammered.

He stuggled over the cloudy night's memories into the afternoon. "Somewhat…" he murmured, folding his arms. "Why?"

"That's what Xavier wanted me to bring you to the den for. He was going to tell you, and Logan, about Phoenix's sudden arrival," Ororo explained quietly. "She's been here for nearly a week, and she was just starting to look in better health yesterday," she added.

Scott gave another forced outwards sigh and raked a hand through his hair. "Shit…" he breathed, blinking hard as he looked at the clearing sky outside. "Boy, do I feel stupid…" he muttered embarrassedly.

"I'm sorry…" she whispered again.

"No…" Scott replied, turning away and heading down the hall again, more determined than before, "I'm going to find her."

"But you don't have any leads, Scott. A search would be next to pointless…" she replied, running a hand through her own hair in perplexity.

"I know where she very well might be," Scott replied, looking over his shoulder. "…and I'm heading out to that damn lake as soon as I get to my car."


	3. Searching

**Author's Note: **So, Scott's determined. Good for him. I think I forgot to mention in the begining that I experimented a lot with pairings in this fic... I hope everything works out smoothly enough. I love reviews; thank you for the few on chapters one and two (:

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating:** **Between T-M.** There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby and more in later chapters

**Pairings:** major Scott/Jean, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters...

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**Chapter 3 -- Searching**

He jammed the keys into the ignition a little harder than necessary. Then he proceeded to nearly catch the edge of the garage door with the front of his shimmering blue car. His heart was pounding, demanding the breaths that he took in seldomly. Scott was so set on the fact that Jean, who Charles had referred to as "Phoenix," was at Alkali Lake. He _knew_ she was there.

He also knew that it would be a nerve-wracking drive up to the lake, for it was at least an hour away with the jet, so god only knows how far it was through driving.

The radio blared through the speakers, causing a dull roar to emit through the thick car doors, yet Scott could hardly hear it. The songs that cried through the car's radio seemed like a string of dull words, much like a professor's continuing drawl of an uninteresting lesson. He couldn't bring himself to turn the annoying back-noise down, because he knew if he was to be left in silence that he would drive himself insane.

Scott drove for the next two hours in a mental state where he wasn't exactly alive, nor dead. He was just in shock, and the pain Jean had thrown at him hadn't hit him yet. He was waiting for this lurking pain, any pain at all, but it wasn't coming. He was numb, and he absolutely hated it.

"Jean…please…" he murmured, shifting his weight so that he pressed his back flat up against the cushioned car seat. He let out a long sigh as he did this, and then he stretched the fingers that curled around the steering wheel so desperately. It was at this point that he realized his knuckles were white, and that he was excruciatingly tense.

"Jean…" he paused, trying to find the exact words to express his confused self, "I don't know who, or what has got you thinking we're the enemy--that I'm the enemy. I love you, Jean. Please just remember that…" he finished, running his free hand through his hair as he finally began to take in the scenery around him.

Mountains. Everywhere, mountains. A few thick clumps of forest trees lined the roads, and then he realized he was nearing his destination. He sighed again, regaining his composure. With a few more minutes of silence, Scott got so far into the thickening woods that the car couldn't possibly press on without being scratched and banged up horribly. He made the executive decision that it would be best to save the car and continue on foot.

So as the man rose from the quieted car, he quickly surveyed the area, finding that he was alone within the forest. He looked down in temporary defeat, and then he slammed the door, causing the slam to echo against the various woods. A chill ran down his spin when he finally took in the fact that he was completely, and utterly alone. This would mean that if he were to be attacked or harmed, it would make his escape next to impossible. With a final sigh, Scott forced himself to advance down the narrowed path. He slipped his keys into his jacket pocket and then strode forward in a determined fashion.

Above, the tree branches swayed gently. Scott mentally blocked the movement, seeing as the wind had slightly picked up. Yet, he did not realize that there was indeed a body in the leafy canopies just above his head.

Phoenix drew in a slow, confident breath through lips that showed the faintest traces of a smirk. She arched an eyebrow in curiosity, and she wondered how long she could simply follow the oblivious man. He was clearly heading for the cliff overlooking the lake, yet he had no clue where his aimless steps were taking him. She cocked her head slightly as she let him get ahead by a few paces, and then she sprung from the thin branch below her feet, catapulting her to another limb a dozen or so feet in front of her. She gave a small gasp of distress as the branch gave way and cracked beneath her weight, and her fiery excitement froze instantly when Scott swiveled unexpectedly.

She gulped silently and her eyes grew wide as she grew stiff. He stared right into the patch of leaves she was so poorly hid behind. Surely the branch wouldn't hold much longer…

"What am I thinking…?" he muttered, facing forward again.

Phoenix sighed and she relaxed slightly, loosening her grip of her fingernails on the bark. She closed her eyes with a slow blink, and then she cautiously danced through the trees, making little to no suspicious noise.

Scott's blind strides had indeed lead him to a massive cliff that over looked the lake itself. He swallowed hard, fighting tears that threatened to spill out again. The lake was filled with the events of that tragic day, and Scott seemed to be locked under the dark aura the place gave off. He shuddered as the day's events replayed in his mind, taunting him, and then he turned away, touching his forehead lightly.

"Hard to face the truth, isn't it?" mused a perfectly celestial voice.

"You're not her," Scott snarled in sudden defence; hating the perfect, honey-sweet tone in her voice.

"You're jumping to conclusions," she retorted, arching an eyebrow.

"Shut up," he whispered. But he didn't give her a chance to argue again, for he whipped off his glasses in the mere blink of an eye. Red lasers sliced through the tense silence, but she was a step ahead.

She held a hand before her, and as if she'd formed an invisible shield around her, the lasers seemed to repel her to a certain extent. She then extended the hand closer to the neon light, and her own shield bent outwards, forcing the man's own weapon back on him.

"Jean…" he pleaded quietly before he dropped his defense. He replaced his glasses quickly, just before he was thrown a dozen feet backwards. And when he collided with the ground again, his shuddering figure fell limply to the ground. His lips formed soundless words as his eyes fluttered dangerously, and then they finally closed.

"Now that I've got you…" she whispered matter-of-factly; she strode over to him, her footfalls sharp and demanding. Phoenix then bent over and personally snatched his dark ruby glasses off of his face. "I'll just keep these for a while," she whispered in a mischievous manner as she eyed the unconscious figure below her. Her fingers traced the edges of the frames faultlessly, and then she looked deeply into the red glass. Something about the red was _terribly_ familiar…

She snapped back to reality with a cold stab in her back. She had forgotten to breath and then sucked in a lungful of air with slight difficulty. She nearly flung the glasses from her fingers, for she had just recalled a portion of Jean's clouded memory. She clenched her jaw tightly, anger pouring into her like boiling water. Her blood heated and her eyes flared to a vibrant red as she stared into the glasses that now seemed so terribly sinister. They were out to get her, she almost began to think.

His eyes flashed open after a few seconds of being unconscious, and the first thing that really woke him up was the sound of his lasers tearing ruthlessly through the bases of several trees. She jumped of her skin as she swung around to face him. Her anger slightly cooled when she was overcome with the feeling of having the upper hand, seeing as the man was rather vulnerable without anything to shield his eyes.

"Are you done trying to prove yourself as the tough guy?" she murmured boorishly.

Scott merely tried to catch his shuddering breath.

"Who the hell are you?" she questioned, pressing a heel to his arm nearest her. "Or better yet, why the hell are you so determined to follow me?"

"I want to know where she is," Scott snarled.

She knelt beside him, and looked at him with slight pity. She parted her lips, but all that escaped was a light sigh. She then gathered her words and strung them together with a jeering voice, "I don't know why you're hanging so tightly to a lost love," she paused, "there is nothing left in this heart."

"Jean…I swore I'd protect you. I'd lied…and I swore to god that I wouldn't stop searching…I wouldn't give up until I found you," he insisted.

She dug the heel deeper into his jacket, pressure reaching his skin. "I don't know what was so special about you," she mused, cocking her head. She then smiled, a true, non-deceiving smile, "…but you are kind of cute." She then laughed mentally at her own words, seeing how foolish she was being. Phoenix rose to her full height and then took slow steps, forming a wide circle around the figure that lied on the ground beside her. "So…your headache better?" she taunted.

"Why do you give a damn?" he replied curtly.

"Don't you wonder why you had such a _horrible _pain coming in waves in your mind? Come on…I thought you were supposed to be a _smart_ leader," she stressed the select words.

"You…?" he questioned, not angered, not accusingly.

"I saw you last night. I heard your damn thoughts," she spat. "You deserve it…" she faded, trying to find the words to fit the end, "I feel terrible for poor Jean…her own lover betrayed her…"

Scott couldn't say anything back to that. He'd known it was a mistake, and Ororo did as well, but god only knows what Jean would say to that if she'd found out what took place between the two.

"You're lucky, Scott. Lucky she's not alive to know that," Phoenix arched an eyebrow as she bored into his mind, viewing his recollection of the night. She sighed exasperatedly, disgustedly, and then released the glasses reluctantly, then guided them back to their rightful home, covering his deadly eyes.

He gave an inaudible gasp, for he found it hard to believe such a violent, heartless woman would even consider returning the glasses that she herself had stolen from him in the first place. He then pushed himself off the ground smoothly and rose to his feet. Scott looked down at himself self-consciously, and nervously brushed the leaves and flecks of dirt that clung to him.

After a few minutes of pointless silence, he cleared his throat. She looked up at him, arching an eyebrow as if to ask a question.

"So…you…you are Phoenix," he asked, fearing the answer that he so desperately fought against for so long.

She nodded, and Scott's heart dropped even further.

And the next few seconds were a blur to him, all he knew was that his anger had suddenly sky-rocketed and his blood was running, and he felt rather sick.

"Is there a problem with that, Cyclops?" she asked in a bittersweet voice.

"Yeah. You're supposed to be Jean, damn it," he barked, rubbing his forehead anxiously.

"Not everyone's perfect," she whispered, edging closer to him, "and no one can do, or be everything."

He sighed and threw his hands down. His fingers swiftly retrieved the keys out of his jacket, and then he strode down the path, hoping that she'd follow. And of course she did, out of sheer curiosity.

"Get in the damn car," he ordered, unlocking the sleek blue car.

She arched and eyebrow, toying with her options.

"Now, Phoenix," he barked, flinging the driver-side door open.

"Fine, captain," she replied sweetly, taking careful, slow steps to the passenger-side door. Her mind was reeling with what she'd go from here on out.

His mouth nearly dropped open. She'd listened to him. She'd actually listened to him, and was getting in the damn car. He chuckled slightly to himself but it came out as more of an outwards sigh, and then he thrust the keys into ignition, revving the car up. Scott threw a quick glance at the woman beside him, and closed his eyes shortly thereafter, feeling as if he was making a horrible mistake.

She had a hard-to-read smirk sewn on her face, but after a few seconds of observation, it was easy to see she was planning something vile.

The car ride was taken in silence. It was a brittle, tense silence at that.

He pulled into the drive and then edged his car into a free parking space in the garage. His heart felt numb, torn. Was this Jean, or was this Phoenix beside him? Either way, he felt as if he'd taken a bullet to the heart but it had yet to kill him.

Scott swallowed hard and looked down at the faintly jingling keys that were in the off position in the ignition. Time seemed to stop just to allow Phoenix to speak.

"I want to know," she whispered, turning to him, and allowing a hand to go astray, curling gently around his shoulder. "Why…?"

"Why, what?" he replied, his eyes darting to hers.

She sauntered closer to him, pulling one knee over the console between the driver and passenger seats. Her eyes narrowed slightly as she continued, "Why are you so special?" The distance between the two was now shortening.

"Jean…" It was instinctive of him after living with her for so many years.

"Why did she love you…?" Her breath caressed his lips. She blinked slowly and then her gaze climbed upwards to meet the shine of the lenses. She then brushed against his lips, curiosity taking hold. "But of course...I already know the _true_ answer..." she whispered.

Scott shifted slightly, unsure of what his reaction should be. His ears had an annoying ring in them at this point, but he still heard the sound of clothing shifting. Phoenix pushed further against him, demanding more than just answers from him.

"Forget it," he hissed, breaking away from her enticing hold. He then snatched the keys out of the ignition and snaked out of the car, wishing her kiss would have killed him.

"Hey…" John whispered, trying to throw his voice.

Bobby looked over his shoulder hesitantly, the hair on his neck rising.

"Yeah…come here…"

"Bobby?" Rogue whispered in concern, her fingers falling lightly over his. She tried to search his eyes, but found nothing short of doubt and nervousness. "Bobby…are you alright?" she questioned again.

"Stay here for a sec, okay?" he replied, pulling away reluctantly. The dark, moonless, night swelled around the couple, who had taken this opportunity to relax for the one free night they'd had in a long while. Rogue nodded and then wrapped her arms loosely around her knees, which were pulled to her chest. She watched Bobby's figure as he faded into the blackness of the rest of the shadows, and then she rested her head upon her knees. Things had been downright unhealithly tense, and she needed to escape. Bobby had seen her distress and offered to take her out for the night. Things were just now starting to look up when Bobby decided to take off.

She let one hand slide down to the grassy hill beneath her. It was a nice reminder that she wasn't dreaming, and that this fantasy-like night was real. She sighed exasperatedly, her eyes fluttering closed as she thought of how wonderful it was to have Bobby at her side.

"Hey…" he murmured, sinking back beside her a moment.

"Hey…" she replied, knocking her knees together in a childish manner. She smiled as he leaned back onto his elbows beside her.

"Come here…" he whispered, motioning her closer with one finger. And as if she had read his mind, she curled beside him on the springy grass, resting one gloved hand on his neck. He curled one arm around her waist and then brushed her lips for a few seconds, being wary of her powers that threatened to take his life every time they touched.

While Rogue tangled with the man who seemed to be her lover, Pyro was getting into a violent fight with an old friend.

"I don't plan on losing anymore, Bobby," he sneered, throwing a punch at his chest, knocking the wind from him.

The two had been fighting for what seemed like hours, but in all honesty it had been mere minutes. And because Bobby had been thrown off by surprise, he was losing. Badly. He was already bruised in several spots, many of which were on his chest, and there were a few scorch marks across his arms from close encounters of Pyro's fire-bending abilities.

Finally Pyro got a hold of Bobby's forearm, and he managed to twist it back over his back. Bobby fell to his knees to avoid toppling over from his fleeting balance. He then coughed, "What the hell are you doing…John…" his voice fading.

"Something that should have been taken care of a long time ago," he replied, out of breath. He then retrieved the vial that Magneto had given to him, specifically for Bobby, and he splashed the liquid over his former friend's neck. Almost instantly Pyro felt Bobby grow lax under his grip, and then he smirked.

He knelt further over so he was able to speak into the man's ear: "I want you to guard Phoenix. Make sure that no one, and I mean no one, has access to her. But I want to you make sure that if Cyclops tries to get past you, that you make a big-ass scene when you kill him." He then threw Bobby to the ground, and watched at the now-loyal man rose stiffly. "Got it?" he finished.

Bobby nodded, and then took off for the mansion, diligently searching for Phoenix, who was being restrained at the mansion...

She looked down at her hands, which bled slightly from her clenching her fists so tightly. Her nails had pierced her delicate skin easily, which frightened her slightly. "I shouldn't be spilling blood over pointless anger…or at least not spilling _my own_ blood," she breathed. She then looked up from the faintly crimson stained skin of her palms and her eyes traced the shadows of the pure, white walls. An eyebrow was arched in slight humiliation; she had been put into a make-shift asylum for the time being.

"Very cute, old man," she mused, her hand hardly skimming the surface of the walls. She then closed her eyes swiftly and stained her mental communications, only to return with a headache. "Even better," she spat, letting her hand fall to her side as she continued to walk the outline of the room. "Of course you'd put up a damn shield," she whispered, mocking her stupidity, "of course you would."

Outside the door, a young man, hardly even the age of 18, stood firmly planted against the tile flooring. A dim light hung above his head, playing with the hard shadows across his face. Bobby glared down the hallway with hard, icy blue eyes that were crystallized yet terribly clouded his free will.

A bang echoed hauntingly on the opposite end of the long hall, and then came the tornado of arguments.

"Shut up, damn it."

"I didn't even have to come…hell, I'll go back now--"

"Don't. I need you…incase she decides to lash out again."

"What…getting weak are we?"

"Shut the hell up, Logan."

Logan chuckled to himself as the two stormed down the sleek hall that magnified their bickering to a dull roar. He had been requested to join Cyclops as he made a trip to visit with Phoenix. Logan wasn't too excited, but he could tell that Scott really did need some one at this point in time. Reluctantly the brooding Logan had agreed to pay Phoenix a visit, but he was acting as more of a body guard for Scott, rather than a visitor.

They strode to Bobby, and then Scott cleared his throat before he stated, "I need to speak to her." He tossed his head slightly, motioning to the door behind Bobby's seemingly frozen figure.

Logan arched an eyebrow from behind and then joined in, "Hey, kid. Let us in."

Scott then turned back to Logan after receiving no response from Bobby, and then he sucked in a hiss-like breath.

"Damn, it's cold…" he commented, shuddering slightly.

"What-what are you talking about?" Logan questioned, looking rather perplexed.

Scott's eyes flashed to Bobby, and then his heart seemed to pound in his ears. He struggled to pull his feet away from the ground, for Bobby's silent ice attack was taking it's toll on Scott's limbs. He then managed to snap his feet out of the glistening binds of the ice that traced the floor, and he raised a hand to his visor. He didn't want to, but if it was necessary to attack, he wouldn't hesitate.

Scott then heard the short cry of metal behind him, and he knew Logan had picked up the hint that something wasn't quite right with Bobby.

"Take him…I'm going in to speak with her," Scott breathed, tilting his head over his shoulder, but still keeping an eye on the Iceman.

Bobby's eyes narrowed to the slightest degree, and then the next bit happened so fast that no one could have seen it, much less prevented it. All Scott knew was that he came back with a numb spot on his jaw, and then pain sank in seconds later.

Inside the confinement of the white walls, Phoenix had fallen back into the dark sanctuary of her memories. Or rather, Jean's memories. Images of Scott crossed her mind, and for a moment her eyes flickered brown.

Her vision cleared moments later and at the same time she forced herself into reality, fearing what she might find if she let herself wander in the memories of the past. And the crash off to her side startled her further, making her forget about her memories for a brief second.

Scott stood in the doorway, with Logan and Bobby throwing punches behind him. Scott then eased the door closed, yet left it cracked open, seeing as it locked when shut and it was impossible to open from the inside. He then stared down at her, and she up at him. Fear laced her thoughts, but she could tell he was just as anxious as she was scared.

"What do you want?" she breathed quickly, rising to her feet.

"Where is she?" he demanded.

"Who?" she barked back, her confidence swelling again.

"You know damn well who. Jean!" he replied.

"She's dead, I already told you that," she replied snidely.

"I know she's there," he snapped back at her, shaking his head slightly.

She threw her fists down and her eyes flashed red for a brief second before she cried accusingly, "Is this the only reason you came? To piss me off!"

"Oh you can go jump in a damn lake," he spat.

"Funny," she smirked with an air of sarcasm.

"I thought it was."

"You've changed," she breathed.

"As have you."

They fell silent at this. Regret was easily spelled across Scott's face, and Phoenix showed the faintest traces of innocence. Their silence magnified the sounds of struggle between Bobby and Logan. Their silence also permitted Phoenix to fall back into her mind; she found it hard to deny the memories when Scott was around...

Seconds later she screamed as she flew back to reality. Phoenix staggered backwards, and she braced herself against the wall as she breathed, "No..."

Scott edged forward, and shook his head. "What?" he growled, confused at her actions.

"You..." she breathed, feeling faint. "She's drawing power through you..."

Scott began to object, but he suddenly silenced his anger as he questioned quietly, "...wait…'_drawing_?'"


	4. A Turn for the Better

**Author's Note:**

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M.** There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby, Pyro...more in later chapters.

**Pairings:** major Scott/Jean, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters...

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

**

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**Chapter 4 -- A Turn for the Better**

Tears carved paths down her high cheeks. She looked to him in desperation, fearing the recollection of her own memories. She then drew her arms tightly to her chest, pushing her palms against her eyes as she sobbed quietly. Phoenix appeared weak, but she could do nothing to stop her emotions that seemed to be displayed at the maximum degree. Her gasping breaths made Scott's heart break, and then it made his thoughts of the vile Phoenix simply eradicate. He was able to fool himself into thinking it was a teary-eyed Jean before him.

"Hey.." Scott whispered gently, reaching out for the woman. His blind love made him vulnrable to her.

Just as Scott spoke, Rogue's accusing voice echoed through the hall outside. "Bobby!"

The Iceman looked up for a brief moment, and then his gaze met hers and he faltered. Logan took this opportunity to thrust Bobby against the wall nearest him, and this caused a sickening thud to echo against the wall amidst the sudden silence.

"Logan!" She screamed this time.

"It's not what you think…" Logan breathed, his eyes darting to Rogue's pleadingly. He wanted her to understand before Bobby managed to harm her…for then he'd have to kill the teenager; Logan wouldn't tolerate any harm towards Rogue.

"Then what is it?" she spat, advancing towards the two.

"You're lover-boy--" he began.

"Logan, what the hell are you doing to him!" she barked when Logan didn't release his hold on the man's head. Logan also had his claws extended and one hand ready to launch into the Iceman's side incase he didn't comply with Logan's rules.

"Just listen, damn it," Logan uttered through a sigh. "Your boyfriend here has been guarding this room for some time…and when Cyclops and I requested to go in, he wouldn't budge and he attacked ol' One-Eye," he paused and then looked to Rogue again, "I don't know what the hell you make of that, but the way I see it he's up to something."

"Wait…what are you talking about?" She questioned in a milder tone. She then pointed over her shoulder and continued, confused, "Bobby's been with me…he just went to get us some drinks…"

"Well, then, why were you up and about?" Logan retorted.

"Because I was hearing way too much noise coming from this direction, and lo and behold I find you banging around…" she paused and then added loudly, "Logan, do you even know what time it is!"

"No, and in all honesty I don't really give a damn," Logan growled, his claws inching nearer the flinching Iceman.

"It's nearly two in the morning!"

Logan paused and then turned to her with his eyebrows drawn together. He smirked and then questioned, "Then why the _hell_ were you with Bobby…and why was he going to get you drinks?"

She felt her cheeks flush slightly, and then she barked back defensively, "Shut up, Logan!" She then turned away slightly and murmured beneath her breath, "It's not like you weren't a teenager…"

Inside Phoenix's asylum, Scott drew close enough that he was clearly throwing himself in the line of danger. Of course the man didn't listen to the precautions and warnings that both his heart and mind were telling him, and instead he touched her arms gingerly, waiting for any response other than a sob. Although he could feel her skin ripple slightly beneath his fingers, there was no sign of rejection. Therefore Scott pushed himself to fully believe that she was Jean, for Phoenix would want nothing to do with the man. He sighed thankfully as he pulled her against his body in an embrace.

One hand smoothed the hair atop her head as she cried freely into his chest. He looked down at her, and his eyebrows twitched in pity for her. Why? He was still unsure himself…

Outside the cracked door, Bobby's eyes grew wide, and the icy sharpness faded quickly as he glanced around anxiously, confused. The "potion" was fading off. His words came as short gasps for a few seconds, and then he rasped, "Am I…am I…?"

Rogue stared painfully. "Bobby?" she cried weakly, edging closer to Logan, who stood between them.

Logan's grip grew slightly more relaxed, and finally after Bobby seemed to have come to his senses, he released the Iceman and sighed.

"I'm-I'm so sorry…" he apologized to Logan, fear was spelled behind his now softened eyes.

"Bobby…!" Rogue cried again, this time her voice began to choke up as she flung herself into his arms. She swallowed down the knot in her throat as she whispered, "Are you alright…?"

"Yeah…yeah…" he nodded, mostly in disbelief that he'd just witnessed himself attacking Logan, though his mind screamed for him _not_ to. He then finally snapped fully into reality and he hugged the woman tighter, and then he whispered, "Rogue…I'm sorry…"

"For what…?" she breathed, looking up at him with wide eyes.

"I wasn't with you…I was led astray…and then practically brainwashed…" he couldn't speak faster if he wanted to.

Rogue went stiff when she finally realized what he'd said. "You…you weren't?" she said, her heart racing. "That…that wasn't…that wasn't you?"

During Rogue and Bobby's reuniting, Logan had quickly grown bored of watching teenagers spill their guts to each other. He'd scurried away from the pair, and he'd decided to check up on Scott, since things had gotten awfully quiet in the cell Phoenix called home for temporary means. Thus, Logan's fingers skimmed the sleek metal of the door and gently pushed it open…

Logan's heart seemed to flip slightly at what his eyes found. Scott and Phoenix in an _embrace_...? Surely he was seeing things…that woman would never let Scott touch him…unless something drastic has just taken place to change her mind.

Silence rang in all of their ears, all five pairs of ears. Logan hovered at the edge of the door, not bothering to conceal himself fully. Neither Phoenix nor Scott were looking towards him, yet they were both in range of the open door and the light spilling into the room. They seemed to be in another world of their own, yet they remained perfectly silent and still, with the occasional jerk of Phoenix's quiet sobs.

At the other end of the hall, beyond the cell, beyond Rogue and Bobby, a door eased open shyly. More light from the outer hall flowed in, and a silhouette was seen in the ajar doorway. Logan turned slowly, not too curious as to who was joining them now that peace had been restored temporarily. Bobby and Rogue also noticed the newly opened door, and Scott was the last to raise his head, save for Phoenix, who finally was able to stifle her tears, only to be left with reddened eyes.

"Jean…?"

"You…" Phoenix breathed, "...how!"

Scott and Phoenix spoke at the same time, and then the silhouette shifted slightly, entering the hall the group was scattered in.

"Scott…?" she gasped, tears harboring in her eyes. She couldn't bring herself to believe who Scott was consoling.

"You…no…this can't be…" Phoenix hissed, struggling to get away from Scott now that her anger was rising, and dominating, again.

Scott couldn't believe it. Nor could Logan, at that.

"You son of a bitch," Phoenix hissed, suddenly turning to Scott. She then lashed out before he had a chance to object. This time, she faultlessly threw a sharp kick at the man, and her leg connected with his jaw in the blink of an eye. Scott was hurtled backwards from the immense strength the woman had locked inside herself, and he collided with the ground a moment later.

He managed to prop himself onto his elbows first, and that was when he realized that his mouth sustained the unmistakeable taste of blood. He winced as he pushed himself to his feet, and he quickly learned that he'd bitten his tongue pretty damn hard, if it was bleeding _this much_.

Rogue's eyes were wide with undeniable fear. Bobby's expression almost matched hers, for the two were amongst the several students who didn't know that Phoenix had returned and replaced Jean Grey. They simply thought Jean was dead and gone, and that was that. Rogue felt rather unsettled, and she pushed herself further under Bobby's protective embrace as she looked from the one Jean, to the other. Bobby mimicked her actions, looking from the tearing Jean to the anger-ridden one in confusion. He merely strengthened his hold on his girlfriend, hoping that a fight didn't break out between the two unbelievable figures…

Although the next thing to happen then assured Logan and Scott that Jean was indeed real. She'd thrown her palms forward and quickly slammed the heavy door behind Scott shut, locking Phoenix away for the time being. Luckily enough Phoenix had hurtled Scott out of her containment center from the kick, yet she hadn't though far enough ahead to escape herself. Phoenix mentally swore at herself as she slammed her fists against the door, hardly causing an indention upon the metal.

Scott barely gasped, "Jean…"

While Logan confirmed, "Well, hell…only Jean could do that…"

They both looked to her as she strode further into the room. She looked nearly exactly as she had the day her life had seemingly ended at Alkali Lake. The same clothes, the fighting suit they all had worn that day, the same eyes…her hair was long like Phoenix's, but it was still the same vibrant red color.

Jean didn't even say anything else. She was next to being in tears from the sheer fact that she'd been away from the ones she'd considered family for so long. It didn't take much for her to find her place in Scott's arms, and as she did she clung to his neck as he held her so tightly that he lifted her heels off the floor.

"I missed you so much," he breathed into her ear.

"I thought I was dead…and…god, Scott…" she cried softly, but her real tears were only held back by his reassuring embrace.

Logan felt himself brush against the wall. He must have been leaning back, for he lost his footing shortly before the wall had broken his fall. "She's back…" he thought hollowly, unsure of how to react at this moment in time.

Scott too was shocked, but at the same time he was overwhelmed with and undying happiness. Phoenix had certainly not been anything close to Jean, but this woman was JEan. She couldn't _not be_ Jean.

Bobby looked to Rogue, almost as if he expected her to have an explanation or answer to all of the events that had just taken place in the last few minutes. Unfortunately for them both, neither did, and they simply watched in the company of each other's confusion as Scott and Jean held onto each other as if the world was going to end.

"Somebody wanna try explaining this all to us?" Bobby finally said with a weak chuckle. Scott and Jean both looked to the younger couple, and then Logan gave a smile of relief. Things were finally going to get better.

The sentence seemed impossible to comprehend.

_Things were going to get better._

"Good work, Pyro," Magneto congratulated the man after he'd retold the short story of how he'd caught Iceman and deceived him. "I expect that things will progress smoothly from there… And you said you ordered him to kill Scott?" he continued as the two walked along the dark, narrow pathway.

Pyro nodded, and then replied, "I don't think we'll have much of a problem once Phoenix finds her way out…and Cyclops is out of the way. She seemed to have a strange connection with him…"

"Well it's only natural… If Jean was in love with Cyclops, then I would think that Phoenix would be as well. After all, she was merely a copy of Jean Grey," he paused to laugh at his own words. "A better copy, I mean."

Pyro nodded again, and then considered it, and found it to be the only logical explanation. He found himself slowing his strides, and then he had to jog to keep up with Magneto. "But…sir…what if it doesn't work? The vial, I mean…" he questioned hesitantly.

Magneto whirled around abruptly. "Don't tell me you didn't administer the vial, Pyro," he threatened.

"No…no!" he objected. "Just…what if it doesn't go as planned, for some idiotic reason?"

"Then I'll have your head," Magneto growled.

"Sir…" Pyro was looking for a real answer.

"I've made sure that the vial will work, John. I made sure to enhance Stryker's work so the effects were not only stronger, but lasted longer. I don't see how it _couldn't_ work," he replied calmly as he resumed walking.

"Well that makes me feel better, then," Pyro sighed heavily.

"I'll have Mystique report back during the night…because she's playing out Bobby during the day. I can only hope that girl doesn't look too deeply into that Iceman's eyes… She may just find out something she may regret seeing for the rest of her life…" Magneto mused.

"Why, sir?" Pyro asked, slightly perplexed.

"I've told Mystique to kill anyone who finds out the truth about her going under-cover. Hopefully that will be unnecessary, for I hope Phoenix will escape on her own, without having to be helped along," he concluded with a smirk. "She really is a good girl, Mystique is," he chuckled.

It was now nearly three in the morning, and the X-Men were filing back to their rooms, slightly confused, slightly shaken, but mostly relieved. Bobby had offered to walk Rogue to her room, but when they reached it, she felt rather alone and requested to spend the night with him, as they had previously planned. But amidst the confusion between the real Bobby and whoever Rogue was with before, they'd forgotten about their plans for the night that was supposed to be much like a vacation for the two.

Logan had gone off to try to busy his mind, for he didn't feel much like sleep after the events that had just taken place. No, his mind was instead reeling over the fight between himself and Bobby, then Rogue's comments, then Phoenix and Scott's moment, then Jean's arrival…it added up, but to Logan things seemed strangely correct, for once. He sighed as he sank into a couch in the den, and then he reached blindly for the remote to the rather large television. His mind was blurred yet sharp as hell, and trying to give a logical explanation for everything just made him say mentally, 'Stop the world, I want off.' Therefore he tried to drown himself with the countless infomercials and bizarre reality shows that no one really cared about - the things that were aired at the wee morning hours.

However, the only ones who seemed the closest to satisfaction were Jean and Scott.

The two had walked blindly through the mansion, Jean was paralyzed with the feeling of utter joy and normalness, while Scott was numb with the overflowing sensation of Jean beside him, living, breathing, again. And for once, normalcy was all one could ask for.

He strode beside her, his right hand draped over her arms and curled around her waist, while his left fingers tangled within her left. They walked in silence for a bit, just enjoying the other's company again, and then suddenly Scott pulled to a stop before that big window outside the room they'd shared for so long. He then turned to face her wholly in front of that window that displayed a darkened morning, and his lips showed the faintest hints of a grin.

"Yes, Scott?" she asked timidly, feeling like a child around him.

"Come here," he whispered, withdrawing his hands from hers.

She acted as if she was confused and then began to reply with an "okay," but Scott cut her off.

With one hand high on her back the man leaned in as she did and then found her lips. Silence echoed through the hall that the other residents slept soundly in.

It was the sign of reuniting for him, and he loved it. It only ended too soon when she pulled away nervously.

"What?" he asked gently, his fingers skimming one of her arms.

Seeing as she'd already changed, she whispered dryly, "I'm tired Scott…" She then looked up at him innocently and he laughed.

"You're just too cute sometimes," he smiled, turning towards their room which he'd spent alone for quite some time.

When the couple strode in, things seemed like they would be able to return to normal at some point. Scott still felt the desperation of wanting Jean to return, thoughts of the past, but they were rather faded now…

The two quickly made amends and then sank beneath the sheets. It wouldn't be much sleep, but they'd be able to snooze for a few hours before having to announcing Jean's arrival.

Scott rolled over, facing Jean's back now, and he traced the outline of her arm gently before whispering, "Tomorrow's going to be a big day…"

Her heart skipped a beat. "It will be, won't it? I suppose everyone will want to know about me…unless you keep me hidden away like this," she giggled, jokingly of course.

The pair slept soundly through the night, and then woke slowly in the morning. Scott was rather annoyed that he wasn't allowed to sleep in later, but Jean rose with the feeling of butterflies in her stomach, and their wings were tickling the lining. She quickly rose, and then looked to Scott, who was still lying dreary-eyed on the bed, with a gentle smile on her face before striding into the bathroom. Once in the locked vicinity of the dressing area, she touched her left ear gently and waited patiently…

"…Mystique."

She froze for a minute, hoping like hell that Scott wouldn't hear the receiving end, or question her talking.

"Mystique!"

"Yeah…what? I'm here…"

"How are things progressing? Hopefully you'll be back with us by tonight, hm?" Magneto mused.

"Well…I seem to have hit a bump," she replied.

"What…what do you mean, a _bump_?" He questioned, annoyance in his voice.

"Well…Wolverine somehow managed to get Bobby to evade the effects of your _almighty_ potion. So since they realized who the real Bobby was, I couldn't parade around as him now could I?" she rolled her eyes as she paused. "But the only thing now is…I've got them thinking that Jean Grey has returned."


	5. Blind Denial

**Author's Note: **I'll probably be submitting one or two chapters a day (since I just finished the series yesterday), so the updating process should go relatively smoothly. Hope you all are enjoying it so far!

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M. **There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby, Mystique, Pyro...more in later chapters.

**Pairings:** major Scott/Jean, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters...

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**Chapter 5 -- Blind Denial**

"Hey…" Scott mumbled, reaching a hand across the bed towards the woman who stood beside the mattress. "Come here…" he gave a small hint of a smile.

Jean reluctantly lowered herself so she sat on the very edge of the bed, farthest from Scott. She then smiled generously, and her hand slowly made it's way to his. When her fingertips grazed his skin, her face fell slightly yet it went unnoticed. She then wound her fingers between his and then blinked nervously before managing to meet his eyes, or rather his glasses.

"You ready?" he mumbled again, his face half buried by the sheets that were strewn wildly across him.

"As long as you're there, I'm sure I'll be fine," she whispered, trying to show a confident smile.

His smile grew at her response, and then he rubbed his thumb in circles against her hand. "Don't worry," he whispered as he pushed himself into a sitting position, "I'm not leaving."

Then the two simply stared at each other for a moment or two, in silence. Scott's head was slightly tilted to the side as he continued to massage Jean's hand, and her eyes took in every shadow and curve of the muscles of his bare chest. She quickly tore her gaze away and then stood slowly.

"I might as well get ready then," she added as she sauntered off towards the closet.

Scott nodded as his hand fell limply from her hold, and then he raked a hand through his hair as he mentally went over the possibilities of the other's reactions.

After several minutes of indecisive outfit-picking, showering, combing, and make-up applying, the couple strode hand in hand from their suite, slowly making their way towards the Professor's office. Scott wasn't particularly looking forward to revealing Jean, because he knew that it would mean that she'd have to have six million more tests ran, and she would be taken from him for quite some time. Jean was slightly anxious as well...

Jean suddenly took in a quick breath and parted her lips as if to speak, when Scott interjected:

"What is it?"

"…I'm hungry," she sighed. She then pulled her gaze away from his in a discrete fashion.

"No problem…" he replied, leading her to the kitchen instead.

As the two shifted paths, Jean's eyes traced the wooden floor, then the pattern on the wall, then they found the window as they entered the kitchen. She drifted away from Scott's hold as she went to stare out of the glass. Something outside caught her interest, although when she neared it, she seemed to loose track of it. Instead she looked down slyly at the spare utensils on the table that she leaned on, and her fingers traced the steak knife.

"Jean?" The sudden noise startled her and she nearly yelped as she spun around.

"Yes?" she replied, trying her best to keep control of her shaking voice.

"What do you want?" Scott pressed on, acting as if nothing was out of the ordinary.

She sighed slightly impatiently and then shifted her weight as she rolled her eyes. "Anything," she breathed, cueing Scott to dig through the pantries for breakfast foods.

"Go ahead and sit…this won't take long," Scott finally stated, after plucking some bread and a box of cereal out of one of the cabinets.

Jean nodded half-heartedly as she sank into one side of the booth-like seats near the window. She propped her head up on one arm and then combed through her hair slowly with her nimble fingers. Anxiety and adrenaline bubbled menacingly in her stomach, and it was nearly to the point of making her sick. She uttered a faint moan as she rested her head against the cool glass table top, and as she did Scott appeared at her side almost magically, checking to make sure she was okay.

As his fingers grazed her arm, she lifted her head slightly and met his eyes. She swallowed harshly, and then looked to the fingers that had suddenly stopped moving when they caught each other's gaze. Time seemed to pause for a moment, and then the toaster gave a sharp ding on the counter behind them. Jean again sighed and looked away, trying to distract herself from the painful thoughts of having lost several months of her life. She secretly smiled to herself as she watched the man across the room.

Scott reappeared what seemed like only a few seconds later and he served breakfast to Jean and himself as he sank into the seat opposite her.

Jean hardly ate; it was more like she needed the food to simply preoccupy herself from a lurking fear. Several times her eyes flashed up to Scott's gaze, which was primarily set on her. He began to worry after about the twelfth time she looked to him.

"You okay?" he breathed, reaching out instinctively for her again.

She nodded, although she conveniently couldn't meet his gaze at that moment.

"Jean," he whispered, lifting her chin with his other hand. Her eyes remained closed as he lifted her eyes to his level. "Jean…please just talk to me…" he paused and seemed to choke over the words, "I want to help you."

"That's just it," she whispered, "You can't."

Scott flinched back slightly. His eyes darted between hers, although she couldn't see his slightly shocked antics from behind the lenses. "Jean…" he shook his head, "I…I don't understand… You…we've always…"

"You act as if this is so final…" she whispered in response, feeling his desperate pain.

"Jean, I lost you. I can't…nor won't let it happen again," he coughed as he forgot to breathe.

"Scott…" she sighed and then paused. "You need to let go," her voice was rapidly climbing in strength and seductiveness, "Let go of your heart for once." She edge closer to him, her fingers curling slightly. "You can't help me…or anyone…" she continued, drawing nearer to his ear as her voice fell into a whisper, "She's gone. You failed as a leader, Scott." Her knee bumped dully against the edge of the table.

"You failed," she paused as she smirked into his ear, "as her love."

Suddenly there was a sharp, yet concentrated prick of pain in his shoulder, and then he felt heat exploding from his eyes. Jean's scream echoed in his ear, for her lips were at his ear when she attacked him, and he, in turn, attacked her right back.

She'd attempted to stab him with a knife, while he'd seen her plan and he shot at her leg, paralyzing it temporarily.

"Who the hell are you?" he snarled, grabbing the woman's neck. He already knew the answer, but he had to be sure, since nothing seemed to go as planned anymore.

"I though you would have figured it out," she rasped, her eyes flashing gold as a confident grin snaked over her lips.

"I swear to god…I swear to god…" Scott grimaced, holding her higher.

"Jean? …Scott!" a female voice cried from the other entrance to the kitchen. Storm stood in the opening, and Scott flashed a warning glare at her.

Logan wasn't too far behind Storm, and he saw that Scott and Jean were having another "lover's quarrel," and thus he grabbed Storm's arm forcefully and dragged her out the opposite exit of the dining area as Scott silently thanked Logan. No need for Ororo to start assuming ludicrous things now…

Although as Logan dragged Storm away, she squirmed from under his death-grip, and she cried out in objection. Moments before the two had just visited a sleeping Phoenix, and Logan and Storm had discussed what was in store for her, and possibly the fate of mutants entirely. The discussion did not end happily. Beside that, Storm instantly believed that the woman Scott held mercilessly was truly Jean, just as he and Logan had the night before. Because how could Phoenix possibly escape her asylum and then get caught single handedly by Scott? It was simply impossible…so the only option was to believe the woman truly was Jean, and Phoenix was her clone.

But as Logan managed to tug Storm out of the room, he threw her against the wooden wall of the lengthy corridor. He pressed a finger to her objecting lips, and then whispered, "Give them their space, Storm."

She quieted slightly, and then hissed, "That was Jean..! And Scott was trying to hurt her… Please Logan let me go…I'll go in and help them…"

"I don't think so," Logan growled, taking her arm again, but this time he drew her into a half-embrace, keeping her still. "You're not going anywhere," he purred into her ear.

Thunder cracked menacingly over the roof of the mansion; a smirk played at Logan's chuckling lips.

"Funny," he muttered, still not releasing his tight hold around her.

Inside the kitchen, Mystique's leg was injured badly, and blood cascaded down at an alarming rate. She struggled for air as Scott continued to crush her throat.

"Give me a reason not to," he snarled, reaching for his glasses again. "I'll make sure not to miss," he taunted.

Mystique clawed at his hands. "You…" she wheezed, her skin was being dyed a rich shade of blue as she struggled to find a legit answer.

"Get the hell out," Scott barked, "and don't you dare overshadow Jean again. I swear to god I'll kill you if you do." The raving man then whipped off his glasses in a fraction of a second, and Mystique went flying out the same exit that Logan and Storm had fled from mere moments before.

Storm yelped for the sudden noise of the woman's body colliding with the wooden walls startled her. Logan's grip became instinctively tighter on her, but he soon released her as he got an eyeful of who'd come to join them.

"Well, well, well," Storm sighed, feeling extremely let down.

"Seems like you sank to an all time low," Logan commented, facing the weakened shape-shifter.

Mystique staggered to her knees, and then looked up to the two in almost-shock. Her eyes flashed from Logan to Storm, and then to the kitchen. The gold spheres widened in anxiety, and then she gave a faint whine as she forced herself, through the pain, to flee. She bolted for the first available exit: a window, and managed to dodge Logan and Storm's seemingly slow reactions.

Logan wanted to chase the blue woman, his natural animal instincts cutting into his common sense. But he paused and both of the X-men in the hall turned their heads as Scott uttered a string of profane words from within the kitchen.

She staggered down the secluded forest path at an incredibly slow rate. She'd partially ripped the communicator out of her ear, simply because she was annoyed with herself and knew that any minute Magneto would come on to chew her out.

Her leg, which she had to drag alongside her, didn't make things much better either.

She left a small trail of blood behind her with each staggering step she took, and she did indeed have to slow her pace because she had to drag the one leg to keep balance.

Mystique swore to herself, but quickly drew a sharp breath when she heard the scuttle of brush behind her. Her eyes darted nervously to the side, but she continued to limp along.

Again the shaking of leaves zipped recklessly behind her. This time she actually whipped her head around, adrenaline taking hold of her senses.

"What are you getting nervous for…?" she hissed under her breath, again scolding herself for allowing her to worry about followers. She shook herself and then pressed on, heading towards her doom back with Magneto.

But she whimpered inaudibly when a ring of military soldiers sprang up around her, closing off any possible exit. She feigned backwards as she looked from one man to the next, trying not to let fear take hold.

"Freeze, mutant," one man demanded from behind her.

She whipped around again, and gritted her teeth. She hated being cornered…almost as much as she hated authority. "Why should I? It's not like I was doing anything wrong," she hissed, muscles tensing.

"Your existence is wrong, little lady," he retorted, cocking the rifle that was pressed into his shoulder.

Her lip twitched at the sound of the gun. She then bit down hard, clenching her jaw.

"It'd be best if you just come with us, missy," he repeated, not lowering the gun.

"Oh, real smooth," she breathed, "Tell that to me when you haven't got the damn guns." She then lurched forward, and despite her slight stumbling, she managed to take out the man calling the threats. She quickly turned to face the other dozen or so men, and she uttered a curse beneath her breath as she welcomed the fight that she was doomed to loose.

It'd taken five tranquilizers to actually make Mystique fall back to any amount. It taken nine to actually knock her out.

When she woke, she moaned quietly. A severe pain burned in her leg, and then something stung in her neck. Her head pounded ominously, and she struggled just to prop herself up and keep her eyes open.

"Where the hell am I…?" she questioned, her words slightly slurred.

She blinked hard, and then rubbed her eyes, clearing her blurred vision. She didn't do well with sedatives.

"What the fu…" she breathed, looking at the bars before her in shock.

"I'm in a fricking jail cell?" she breathed in alarm. This was certainly not good.

Scott had fled back to his suite almost instantly after Mystique escaped. Logan and Storm had tried to reason with him, telling him that they'd all fallen for it, but he objected.

"How the hell could she have possibly done the telekinesis on the door?" he barked.

"I don't know…" Logan had replied. "But she's obviously gotten better with her powers. Maybe Mystique's grown so that she can actually use other mutant's powers. I don't know, damnit."

Scott didn't buy it, and therefore he shut the two out as he stormed off down the hall, once again falling into denial and doubt.

This left Ororo and Logan sitting across from each other on the island-type counter. Logan fidgeted with a hot soda as Storm cleaned the remains of Scott's breakfast.

Finally she broke the silence as she commented, "That was some death-grip you had back there."

Logan arched an eyebrow and then replied, "I told you that you weren't gettin' away."

She chuckled to herself as she scrubbed the dishes halfheartedly. She wished her own heart was as unenthusiastic, for it was doing flips at this point. "Why though?" she perused the conversation that has clearly ended.

"Hmm?" Logan mumbled, looking up again.

"Why were you so insistent upon holding me?" she smirked.

Silence. He then slowly replied, "You would have gone back in there. Tried to fix Scott and Mystique, when he had to fix it himself."

Ororo raised her eyebrows for a minute, then considered it. Maybe he was right; she'd thought that Scott was fighting with Jean, instead of Mystique. If she'd of gone in to try to sort things out, she probably would have been more willing to believe Jean, and thus endangered them further. As it was, she'd seen the minor stab wound in his shoulder…no telling what Jean-Mystique could have pulled off when everyone thought she was truly Jean.

"Someone needs to tell the professor," she added.

Logan nodded and said, "I'll go."

Storm flinched as he finally left the room. She was alone now, with the golden glow of dawn filtering through the window. She turned around and leaned against the sink, palms gripping the edges of the counter as her back leaned against it, to face the welcoming sunrise. Ororo sighed heavily, feeling as if she'd been freed from the inescapable grasp that Logan had bestowed upon her.

"God…" she breathed, closing her eyes. "Gimme a break," she mouthed.

Logan peeked back into the room, and added in and interested tone, "A break from what?"

She caught his gaze through the corners of her eyes, and then she thought to herself: "The intoxication never quits, does it?"


	6. Recalled

**Author's Note:** This is one of the chapters I did take a scene from the trailer in. Thank youso much for thekind reviews! I'm proud to say that _Seeing Yet Blind _hassurpased all my otherfics in page views!(:  
Galatea-- Thank you for bringing this to my attention. I hadn't noticed it, but when I submit the chapters, the extended space between scene switches is removed automatically. I'll look through the future chapters to see what I can do.

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M.** There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby, Mystique, Pyro...more in later chapters.

**Pairings:** major Scott/Jean, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters...

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**Chapter 6 -- Recalled**

Scott stared at her from the other side of the metal door. A small five by five inches glass cut served as a window, and he was almost surprised she hadn't tried to merely punch the glass out yet.

"Where the hell is she?" he demanded for the fourth time in a row.

Phoenix eyed the man from inside the room. She then parted her lips and her melodic voice replied coldly, "I don't know."

"It's a lie, then," he breathed, raking a hand through his hair as he turned away from the closed door. He put his hands on his hips and then cocked his head as he barked, "You know, damnit! You were the one who said she 'loves' me. Last time I checked that was present tense…"

Phoenix rolled her eyes and then pretended to be interested in her fingernails. At one point she raised an eyebrow to compliment his sarcastic lines, but she never spoke. She wanted to see the man grovel before her.

Finally Scott sighed, "She's gone."

Phoenix arched her eyebrow again and looked to him through the corner of her eye. "Who?" she asked plainly.

"Mystique," he paused and then explained, "The woman who looked like Jean."

The woman grimaced at the last word. She then pushed herself off the floor and strode to the door. Her steps were long and practiced; she looked like she should be on a runway despite her tussled hair and plain black shirt and shorts. "You really think you're safe then? That she won't come back, and everything will be alright?" she paused. Her voice was sharper, yet still pleasant to the ear. "You think you know everything?"

Scott looked over his shoulder through the window. Her face filled the small space, and her eyebrows were slightly curled together. Her dark eyes flickered red for mere seconds, and a shudder traced Scott's spine as he remembered the shade her eyes took for that brief second.

"No," he replied coolly.

"Then what are you doing? Standing around here talking to me…trying to pry answers from me…" she ranted calmly.

"We know nothing about you…" Scott began, he then shook his head and added, "As far as I'm concerned, I've never seen you in my life."

"You think because…because she's gone, and I'm contained…that everything will fall into place soon? Is that it?" she sighed, throwing her arms down to her sides.

Scott shook his head slightly and then replied, "Why does it matter? Time will run its course no matter what…" He seemed unsure of his words.

"Mutants get stronger. Humans remain the same," she stated quietly. "You've been treating me like a human."

"What?" Scott questioned, clearly confused by her words.

"You've been acting as if…as if I won't learn. As If I won't grow stronger. As if I can't see myself…or if I couldn't think for my own," she paused for a dramatic effect as she took a cautious step back. "As if I can't figure out the rhyme or reason as to why I'm in here. As if I can't find my way out of the locked cage." She blinked up at him, and then her lips curled into a smirk.

Scott barely had enough time to dodge the metal door as it flew out of the hinges at an unearthly speed.

-----

She woke, dreary eyed and famished, lying on the cold stone floor beneath her. She gave a quiet moan as she came to realize that she was still contained in what ever make-shift asylum the humans had dragged her to.

"Damn it," she swore as she knocked her head against the ground, punishing herself for getting caught. If it hadn't of been for her leg… she thought. Her gaze flickered to her leg, which was now relatively clean and only supported a minor burn. Mystique then shifted herself into a standing position, testing her balance and pain tolerance.

Surprisingly, there was no pain, only minor pressure where Cyclops had so conveniently hit her with his optic blast. "How is that possible…?" she breathed, skimming the blue skin with her fingertips.

A clatter of a door opening and closing caused her eyes to widen and a sudden burst of adrenaline surged through her. She saw a man in a white coat at the end of the dark and dreary hall, and he was carrying a tray with various foods. As he neared her, he spoke.

"Hungry, I presume."

"What's it to you? Not like humans care for my welfare," she spat.

He fiddled with a ring of keys, and then uttered a "Huh," to Mystique's comment. He then slipped the unique key into the slot, and then Mystique jumped ahead in the game.

She thrust her fully usable legs out at the door, causing it to literally fly open, instantly knocking the man in the lab coat out cold. She laughed at the man's pathetic reflexes, and then she bent down to swipe up the apple that had rolled off the tray as she walked by. She then smirked as she purred, "Thanks."

Surprisingly, as Mystique freely sauntered out of the laboratory, no one bothered to stop her. In fact, the place looked abandoned. She almost jumped when the ear piece buzzed to life.

"Damn, I've still got this? I'm almost surprised they didn't take it…" she mused, pressing the earbud into her ear.

The fuzzy static then formed into words, from a voice she recognized. "Mystique! Get out of there! Now!" It was Magneto.

"What's the rush?" Mystique mused, slicing into the perfectly ripened apple. "No one is here," she added, punctuating each word. "No. One."

"Mystique…I beg of you…" he objected, but the earpiece died.

"They've thrown you into an entirely different dimension…" Magneto finished quietly, after he realized her end had died. He was in his hideout, with Pyro not too far off. Magento suddenly rose and slammed the communicator down as he roared, "They've captured Mystique, and I'm fairly sure they're going to test their 'cure' on her."

And Magneto was entirely correct; Mystique was actually lying on a white operating table just in the room next door to her cell. Lights beamed down on her bright blue skin unbreakingly, causing the huddled mass of human doctors around her to sweat from the tension.

"Now, you're sure she's sedated?" one asked. The man across the table nodded vigorously.

The first man sighed and rubbed his temples, and then murmured, "Go ahead…"

Another man drew a syringe, and fiddled with the woman's arm until he found the exact spot for the injection. Mystique flinched slightly at contact, but after the needle was withdrawn, she eased back into a relaxed state of sedated-ness.

"And now, we wait…" the first man stated.

----

"So Mystique managed to slip into our grounds unnoticed? Strange…"

Logan nodded, and then continued his recollection of the previous days events, "She first disguised herself as Bobby and hung around Rogue, and then she tricked Scott, Storm and I into believing Jean had really come back."

"You couldn't see through her?" Charles questioned, perplexed.

"She used Jean's telekinesis. It was believable," Logan paused and then stammered, "I never thought Mystique could use other's powers…I thought she could only look like us."

"And you are right, Logan. But she must have even further evolved between now and last we saw her for her to be able to fully use another's powers and take on their shape," Charles explained. He sighed, and then closed his eyes. A momentary pause echoed in the air, and then he stated calmly, "Something is happening in the hall outside the Danger Room."

Logan instantly looked to the door leading out of the Professor's classroom, and then he said hurriedly, "Should I?"

Charles nodded, and then sighed again. "Jean…" he whispered, looking out his window, as if the answers to all his questions would suddenly materialize.

----

"You know what?" Phoenix mused, the hints of a smirk creeping over her face as she knelt down beside Scott, who'd stumbled to his knees. She reached out for him, and her hand came to rest on his slightly shuddering chest. She could tell his heart skipped a beat, and she arched an eyebrow at this. Phoenix then parted her lips and whispered, "It's a shame, really. I've caused you so much pain…" her eyes traced his figure, almost as if she was undressing him with her piercing gaze. "But you're so cute," her eyes softened slightly, and then she cocked her head as she breathed, "and she wants you so badly."

Scott's eyebrows quivered with an odd sense of fear for this woman. He didn't dare back away or attack though; he'd already received far more than enough tastes of Phoenix's powers.

"I'll grant you, and her a favor then," Phoenix whispered, with her voice nearly to the point of silence. "I'll release her for a minute…just enough for a taste…" she explained, leaning down towards the man.

Their lips met, and Scott was nearly shocked by how cold they were. The woman's eyes were still dark and sharp, but within seconds they softened and lightened considerably. The woman pulled away only to the slightest degree, leaving a space less than an inch between their lips as she looked to Scott in disbelief.

"Scott--!" Jean cried, throwing her arms around his neck. He propped himself up and returned the embrace forcefully. "Oh my god…I don't want to let go…" she cried, tears that she'd built up during the time of Phoenix's reign threatened to spill out.

"Jean, Jean…It's okay, I'm here," Scott reassured her, his hands pulling harder against her back, forcing their bodies together. He was having a tough time reassuring himself that the moment was real.

She pulled away and cried out as she reached for her head. A searing pain exploded deep within her mind; Phoenix was signaling that time was up for Jean to be in control. Scott reached out and touched one of her arms as he tried to understand.

Jean gasped painfully as she explained, "Phoenix is strong…stronger than me." She paused as she managed to push the pain aside for a moment. "I have to build up my own strength when I am thrown into dormancy…it's the only way I even have a chance of fighting her impossible grip… I swear, Scott, I kill her if I could…she's just too strong…"

He shook his head and murmured, "No. Jean, you are stronger. I know you are…"

"Kiss me," she breathed, feeling exhausted.

"What?" he questioned. Naturally he wouldn't give a second though to this request, but it seemed odd of her to ask him for a kiss when she was fighting to control the demon within.

"It will make me stronger…if I know there's something worth fighting for," she whispered. She then fell forward, into his arms as he steadied her.

The kiss was gentle, yet hasty and erotic. Jean had a hard time pulling away from the sweet indulgence, and Scott wasn't helping much when he only tried to drag out the time.

When they broke, Jean looked shocked. She was pale and her eyes darted between Scott's lenses, and she stumbled backwards, over her own knees, shaking her head. Scott didn't bother to chase after her, for he knew something was devastatingly wrong, but what could he do to help Jean against Phoenix, who was housed within her own body.

The red headed woman drew her forehead against her knees, her hands looking like claws as she gripped her scalp forcefully. "Stop…" she whispered, choking on her tears.

It was then that Logan burst through the end of the hall after hearing the Professor's premonitions. He first saw Scott backing further against the wall, slightly horrified but mostly worried, and then he saw Jean's figure: rocking ever so slightly, and murmuring under her sobs. He rushed to her side, and then knelt beside her crazed-looking figure, pleading with her.

"Jean…Jean…look at me!" he barked, taking her head in his hands. Her eyes were reddened and her cheeks shimmered with the numerous rows of tears she'd shed. She was still shaking her head in denial, but Logan persisted, "Jean…" he saw her softened eyes, and knew for sure it was her. "We can make it back to the way it was…" he begged, "We can make it how it used to be…"

"Please…" she whispered, a fresh wave of tears covering her eyes.

"Jean--stay with me!" he demanded, seeing her eyes flicker darkly, and then he saw fire reflected in them.

"…kill me," she hissed in an exhale.


	7. New Feelings and Alliances

**Author's Note:** Thank you for the kind reviews :) I'm very happy you all want to see more! ...So finally we begin to kick things into gear... Phoenix becomes more like the assertive...thing...she is in the movies.

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M.** There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby, Mystique, Pyro...more in later chapters.

**Pairings:** major Scott/Jean, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters...

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**Chapter 7 -- New Feelings and Alliances**

"Scott…please kill me…" she rasped, looking to him with desperation.

He wouldn't do it. It was the one thing he was entirely sure of; he would not harm the woman he loved, even if his own life depended on it. "Jean…" he began.

"Scott…!" she cried, "…please, now… This can't continue…don't make both of us suffer…" Her light eyes were frantically searching his.

"No," he whispered, shaking his head. He then looked to Logan uneasily, hoping he was making the right decision. Logan gave a short nod in response.

"You'd make her suffer…?" a cold voice questioned. "Fine by me," Phoenix purred.

Scott and Logan watched helplessly as Jean began to loose control again. Logan edged backwards, releasing her as she struggled to control her own sanity.

"Scott… DO IT NOW!" she demanded, looking to him with tear-stricken eyes. "If you want this to end…" she breathed.

His eyes flashed to Logan, who was now biting his lip. He shrugged after he caught Scott's eyes, and then he gave a short nod only seconds later.

It was for the best, after all.

Scott withdrew his glasses regretfully, and the red-hot beams exploded energetically from his eyes. And in the brief moment before they came in contact with Jean, her eyes were dyed dark again and flames caressed her skin. The lasers came in contact with her flames, and Phoenix sucked in an unexpected breath as a seemingly endless amount of energy flowed into her body.

Jean wanted to scream her lungs out to beg for Scott to stop, but she had just demanded him to fire at her in order for her to die. At the time, death seemed like a much better option than Phoenix's rule, and she'd rather Scott's lasers kill her quickly than Logan's knife-like claws make her suffer through a painful death. Little did Jean know that Phoenix had read through Jean's thoughts and she'd jumped two steps ahead again, and make it so Scott's blast would only add to her energy force. With the flames surrounding her, there was little chance for anyone, or thing, to harm her.

And while Scott's unbreakable beams continued to fire, Phoenix used this as a connection to him. Thus she forced him with her own telekinesis to continue to fire his lasers at her, providing her with a burst of energy that she desperately longed for.

Phoenix's eyes reflected the wildly dancing flames as a menacing grin crept over her face. She then edged closer to the slightest degree and said in a seductive voice, "Don't stop now." She then laughed vilely as she threw her arms and head back in sheer delight over the fact she'd deceived not only Jean Grey, but Scott as well.

Scott flinched back at her voice, and then he hissed, "Damn it," as he realized he couldn't pull his fire away from her body. She'd made it so that he couldn't break the beams nor look away. It was a living nightmare.

And just as Scott was about to cry out for help, Logan sprang into action and attempted to drive his claws into the unmerciful woman's side. Yet before he managed to fully launch his silver spikes into her flesh, she yelped unexpectedly and shied away. This cut the connection between herself and Scott almost instantly, allowing him to push the glasses back over his eyes once more. Phoenix gave them both a hateful look before she tore off down the hall, making a desperate escape.

But the woman flinched back due to startlement upon approaching the doorway, for she wasn't expecting Ororo to be standing there. In fact, the weather-woman looked a little shaken; she'd heard the crash of the door but didn't know what or who had caused it.

"What is she doing out!" Storm cried, now moving so she blocked the door way from Phoenix as best she could.

Scott still remained slumped against the wall, rubbing his forehead forcibly. Logan leapt up and advanced to Phoenix, anger clearly spelled across his face.

"Get out of my way…" the red-head spat. And when Storm would not move, she hissed, "…if you favor your life, that is…" Storm didn't budge, much to Phoenix's disbelief.

"Who side are you on?" Storm questioned unexpectedly.

"What?"

"Who do you stand with, Phoenix?" she repeated forcefully.

She arched an eyebrow and then replied in a low, curt voice, "I am with him."

Storm narrowed her eyes and cocked her head in question.

'The other old man,' Phoenix clarified mentally.

"Oh…you wouldn't--!" Storm snarled, shoving against Phoenix in blind anger.

She gave a final glare to Storm, narrowing her eyes just before she mentally thrust the white-haired woman down the hall. Logan heard her crash against the floor a second later, and he lunged at Phoenix at this point. The woman lit herself aflame, and then snarled at the man threateningly.

"Damn you to hell," he breathed as he came to an uncertain stop.

"See you there," she muttered before whipping out of sight.

There was silence, excluding Storm's slight groans of pain as she pushed herself off the floor. The deadly silence rang in all their ears after the vile woman's departure, when suddenly..

"Looks like this is far from over," Scott muttered, rising to his full height, still wincing at the headache the woman had given him.

----

It was the next day, and Scott had retreated back to the shadows of his suite yet again. He had locked himself deep in thought and wasn't very willing to do much of anything outside of breathing and hardly attempting to eat. Storm had tried to comfort him several times, but her efforts were in vain because the man simply refused to listen.

Logan escaped to the patio facing the backside of the grounds. He bit his lip as he let his mind wander. He found himself thinking heavily of Jean and the hollow love he thought he felt towards her, the utter unforgivable woman that was Phoenix, and then what Phoenix had done to not only him, but Jean, Scott, and Storm as well.

'Storm,' he thought. The name sounded hollow, meaningless. He paused as a perplexed glare crossed his face. 'Ororo,' he thought strongly.

'Yeah. That's better.' He sighed and then leaned against the banister around the porch facing the forestry that lined the school grounds. Suddenly a shadow flashed across the sky, and Logan stared up into the overcast heavens.

There she was, in all of her splendor. Ororo hovered in the air about two dozen feet or so, swaying with the wind. Logan noticed that her eyes were strangely red, rather than white as they were normally when the weather was foul. His gaze was fixedly stuck on her as he continued to watch her dance among the current that she was clearly not creating.

For several minutes, all Logan could do was lean against the railing stiffly, and just watch. It was almost pathetic of him, but he really didn't care at this point. Besides, if someone came up and asked him, he could just say he was watching a bird or something along those lines; not like anyone would care what he was doing anyways.

She would skim the swaying treetops, then she'd scale the invisible stairs of the skies, and then she'd just float in one spot. It was very much like watching a hummingbird, except Logan was finding much pleasure in watching Ororo's slender, curving figure bend with the wind.

'It's almost inhuman,' he thought, 'to see her so free, like this.' His gaze flickered away as he collected his thoughts. Over the past few months Logan had decided that Jean wasn't ever really coming back, and that Phoenix was certainly too much of a demon to love. But whenever Logan looked to other women, he found himself frustrated, until he gazed upon her.

Storm was different. How? He wasn't sure, nor could he explain it. They'd never really spoken closely prior to Jean's untimely "death," and now all of a sudden they were becoming very close. Funny what death does; it ripped away what Logan believed to be his love for Jean, yet at the same time it freed him of her flirtatious torture. He was now able to breathe…until he looked at her.

As far as Logan knew, Storm wasn't with anyone. By the way she acted, she only enforced this statement.

He then shook himself. 'What am I thinking?' he barked, 'She'd…no. Just, no.'

Logan turned away and leaned against the railing so that his back faced her now. At the same time he closed his eyes, but as he did so all that he could see behind his lids was a repetitive replay of Storm's graceful figure floating in the sky. He clenched his fist and then angrily spun on his heel, facing her again, with eyes open.

"Damn it…what is wrong with me?" he swore, his gaze ripping across the sky.

She sighed heavily, her chest rising and falling slowly. She then closed her eyes as a breeze swept her hair backwards. After a few seconds, she left herself fall forwards in the air, and then she swept into a graceful, animal-like dive.

Logan's mouth nearly fell open as he stared at her dramatic stunt. His initial animal instincts fired off deep within him, and they screamed "save her" over and over again, but he knew he was too late, even if he'd wanted to catch her.

She continued to fall, starting at twenty-some-odd feet, descending until she was only about five feet above the cold, gravity-infested earth. Her eyes remained closed as her arms and hair were thrown back. Logan bit his lip as a sudden burst of adrenaline went off, but he forced himself to stay put with great difficulty.

He'd wanted to save her.

But again, acting as a beautiful bird would, Storm swooped upwards at the last available second and then she propelled herself over the roof of the school. Logan ducked under the secluded cover of the porch as she soared upwards, but he still heard her feet connect with the roof above. He uttered a sigh of relief; he'd not been seen, just as he intended.

Silence echoed for several minutes, and Logan actually began to doubt if what he'd seen was real. Storm hadn't stirred in quite some time, it seemed, but just as the thought crossed his mind, a lighting bolt cracked violently. The man stole an upward glance at the woman, whose eyes were now a glazed white tone. She had produced the lightning this time.

She lowered herself to her knees atop the shingles on the roof, and then she threw a fist against the ridged surface beneath her feet. "Damn you all," she whispered, her voice wavering, almost to the point of breaking. Another lightning bolt flashed, but no sound was produced this time.

She uttered a pathetic sniffle, and then she gasped as she fought back tears. "Why did this have to happen? Why did you have to go, Jean?" she cried. "And god…Scott…I don't know how you hold on. I don't…I don't know how you stay so damn strong…"

Logan bit his lip and he shifted his gaze towards his feet.

"And Logan…"

He suddenly looked up again, his interest restored.

She sighed and the thunder rumbled off in the distance. Her voice dropped to an inaudible level, and she mused, "If only he knew… If only he knew."

"Knew what?" he breathed, only catching a mere tidbit of the statement.

----

"Well, well, well," Magneto mused. "It seems you humans have sank to a new low!" He smirked at the doctors that huddled around Mystique's observation table, murmuring amongst themselves.

"It…it's really you…Erik," one whispered, a sense of fear was recognizable in his voice.

"Really? I would have never guessed," he chuckled, raising his hand slowly. He then raised an eyebrow and smirked again.

The handful of doctors sported widened eyes as they caught the mutant's confident smirk. Of course they were just humans, and besides the alarm system (that he and Pyro and had easily disabled), there was nothing stopping their entry. Yet, it was not only their unplanned arrival that left the men in lab coats fearful…

A large assortment of scalpels, scissors, and syringes were conveniently left lying upon the various tables in the room. When the humans caught wind that 'Magneto' could levitate metal, they were a little to late on the reaction end.

After a few minutes of particularly squeamish handiwork, Magneto remarked loudly, "Poor things never saw it coming." He then threw his cape over his shoulder and advanced towards the blue-skinned woman lying on the table in the middle of the room. Pyro's gaze fell to the men lying in particularly painful positions with various instruments through them. He shuddered and then scampered to the opposite side of the operating table, trying (with great difficulty) to rid the painful images from his mind.

Erik sharply exhaled in disapproval as he looked over Mystique's slumbering form. "Those idiotic humans will get what is coming to them, that is for sure," he snapped. He then turned on his heel and barked, "John, assist Mystique off the table so we can get out of here before the 'authority' arrives."

"But sir…isn't she…unconscious?" he questioned uncertainly.

"You tell me," Magneto replied. Yet he did not wait for an answer; instead he simply continued to strike towards the exit of the seemingly endless building.

Pyro was left with Mystique, whom he was not convinced was conscious. He sighed and gripped her arms loosely, shifting her closer to him and then sliding her legs off the edge of the table. As he hoisted her into a position where one of her arms was draped across his shoulders, she murmured something incoherently.

"Yeah, what is it?" John replied, taking slow strides.

"They're…they're…" she mumbled, pulling into consciousness rapidly, "They know what they're doing…"

"What?" John questioned, slightly confused, slightly startled.

"They…they put…the cure in me," she explained hoarsely. "And they've got an ass-load more waiting…" she paused and then continued, "They're…they're going to…a war…"

He managed to drag her out to the helicopter that he and Magneto had piloted, and then he explained to his boss what Mystique had uttered as he helped her out of the prison-like lab. Magneto hardly looked fazed, but he was slightly worried inside. Although, on the flight home, he thought heavily on the subject and continued to come to one solution… One that not be pretty, nor easy.

But the thing he found waiting on his doorstep once he returned was just as gruesome. A beaten and battered Phoenix was waiting patiently to speak to Magneto, whom she was so sure had nothing to do with her clouded memories of rape or capture. Once she finally caught her breath she growled, "I'm joining you, because there's no way in hell I'm siding with a bastard who raped me just after I was brought out of dormancy." Of course she was referring to Scott.

Magneto arched an eyebrow and then chuckled. He turned back to Pyro, and an almost completely healed Mystique and smirked, "Did you hear that? Ms. Jean Grey wishes to join us, after all." The elderly man turned back to his guest and smiled fakely. "Of course we'd love to have you, my dear," he chuckled.

As he welcomed her into his "humble lair" he muttered, "Those idiotic X-men will soon learn their fate…they should have told dear Phoenix the truth while the had the chance!"


	8. New Arrival

**Author's Note:**Sorry guys; forgot to update because of an art project I'mdoing currently!But...I've got the introduction of a new character (who is not in the movies at all) in this chapter! I hope the transition is smooth for all of you...I did my research before adding him! Please don't kill me too badly if you don't like it xD

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M.** There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser): **Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby, Mystique, Pyro...more in later chapters.

**Pairings:** major Scott/Jean, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters...

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written.** **This fan fiction is also completely movie-verse.**

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**Chapter 8 -- New Arrival**

Still atop the roof, Storm bit back her tears and then uttered, "I have to find her…! This can't go on…"

"Find who?" Logan drawled in his curious voice, although he knew very well who she was speaking of.

Storm drew in an unexpected gasp as her reddened eyes flashed to the beast-in-disguise. "How long have you been standing there?" she demanded, groping for the edge of the shingles.

"Long enough," he muttered as he shrugged his shoulders.

She gave a stubborn sigh and then looked over her shoulder, a tint of red coming to her cheeks. She then blinked nervously, pushing the tears back, and then she eased herself off the roof and guided herself with the wind until she made contact with the solid ground again. "Jean," she whispered, still refusing to meet his eyes.

"Jean? After what she did to you?" Logan inquired.

"That wasn't Jean," Ororo muttered in defeat through gritted teeth.

"Oh really?" Now Logan was just pushing her for fun.

"Logan!" she cried, her voice pitched quite high. "You know very well what I'm talking about!" Her face twisted between grief and anger.

Logan gave a single chuckle and lied his hand on her shoulder as he responded, "I know. I'm sorry..I didn't mean to offend."

Ororo swallowed and blinked hard a few more times and then nodded. A few long seconds passed before she acknowledged his hand on her shoulder. Yet all she did was blush to the slightest degree again, and then she cleared her throat before she mumbled, "I better go…"

"Let me come with you," he replied quickly, withdrawing his hand.

She shook her head. "This is something I have to do alone… You and Scott already tried to summon her…I have to try now," she explained.

Logan's sigh was quiet yet reflected his deep sorrow. She was right, as much as he hated to admit it. "Alright. Just be careful," he finally said.

She nodded again, and then stole away into the mansion to gather her belongings before she headed for the garage.

----

The weather-woman stood just mere feet before a seemingly abandoned warehouse. It was mid-day at that point in time, and the wind whipped as the sun was trapped above an overcast sky. Ororo's mind was racing, yet her heart remained still.

"Jean!" She called just outside the door. "Jean, I know you're with Magneto…"

Silence responded to her.

"Jean…please…" She sighed and then continued, "Phoenix, I know you're angry. I know you don't trust us, but you've got to try! Jean needs to be in control…things have to start returning to normal sooner or later…"

On a near-by building, a young man perched curiously atop the roof. His face showed perplexity as he attempted to comprehend what the newcomer was shouting about.

"Who now? Jean…Phoenix? What is dis girl talking 'bout?" he muttered beneath his breath. His red eyes glowed like embers as he scanned the area for the millionth time since Storm arrived. He was beginning to claim her as his territory, and was getting quite attached to her. He chuckled to himself as he muttered, "I'll miss her."

"Jea--aah!" Storm screamed as she was knocked across the face. She hit the concrete hard, and could barely bring herself to a sitting position after the fall.

"Don't bother," one woman sneered, "It'd be easier if you just stayed where you are."

Storm lifted a hand to her throbbing forehead as she muttered questioned incoherently. Her eyes were heavy as the pounding grew worse.

A man drew a pistol and cocked it as he held it in Storm's direction. She sucked in a sudden breath when she heard the click. The group of eight drew their guns in the same fashion.

The man on the roof grit his teeth and growled. He then lifted one side of his over-coat, and within the inner pocket there was a foot-long solid steel bar. He withdrew the bar and then flicked it behind him. And almost like magic, the bar extended two feet on either side, making the pole slightly shorter than himself. He then slyly retrieved a couple playing cards from the sleeve of the jacket, and he held them between his middle and pointer fingers.

"I missed y'all as well," he growled, this time loud enough for the group to hear. He then threw the cards like two miniature boomerangs, and they whizzed through the air with an incredible force. The group had hardly had enough time to recognize the voice before the cards literally exploded in front of their very faces.

The man then leapt from the roof and landed with a heavy thud beside Storm, who was now regaining sight and was able to stand. He twirled the pipe leisurely in his one hand, while he'd drawn two more cards and held them with the other.

"Who are you, kid?" Storm hissed, seeing that he was clearly trying to help.

"Gambit," the woman interjected, a foul air to her words, "so nice to see you again." She pointed her handgun to him.

He traced the gun with his piercing red eyes and gave one of his unforgettable grins. "Tha's right," he drawled as he let the two cards soar towards her.

A shot went off and Storm winced. Within the mere seconds that the bullet had been fired, Gambit had drawn another card and thrust it at the bullet, causing a nasty explosion.

"Don't think so, guys," he barked. He then twirled the pipe between his two hands and hit the man who had fired the shot over the head with the lead bar. The man stumbled back, and Gambit continued to strike at the group, dodging what little gunfire they'd exchange.

Storm watched in amazement at the man's skill. She was also slightly confused about the explosive playing cards, but she didn't care too much, seeing as he was protecting her.

"How 'bout you go find your own prey, kid?" the woman snarled after being struck with the bar.

"How 'bout you go to hell?" he barked back, before the bar collided with her head again, causing blood to trickle down through her dark hair.

"You've never even seen her, Gambit. Give her up and we'll get out of here," another added.

"What use is she to you?" he questioned.

Lightning cracked overhead, and a few of the gang looked up. Storm's eyes were clouded with the white clouds as she began to stir the sky up. But as Gambit fought back the group, one of them slipped past him and seized the weather-woman, grasping her neck. She gagged as she lost grip on the sky, and she tried to kick the man, but it was impossible. He was able to hold her up with one hand, no effort required.

She managed a small cry of help, and Gambit instantly flung the pole into the man's skull, and a sickening crack echoed through the already bloodied air. The man instantly dropped Storm to the floor, and she stumbled as she tried to find her balance. Gambit came from behind her and took her hand to steady her, and then he kindly retrieved his deadly metal spear.

"Get lost," he snarled. And they finally did. All it took was a little persuasion.

Storm massaged her neck as she regulated her breathing. Gambit sighed and rubbed his own neck as he waited for her.

"What just happened?" he breathed, still slightly hoarse.

Gambit rolled his eyes a bit, and then mused, "My old 'friends.'"

"Old 'friends', huh? Some group there…"

"Thieves Guild, actually."

"Then why did you help me?"

"I broke 'way a long time ago, lady."

"Okay, and what was with the cards?" she questioned.

Gambit struggled to form the answer. He didn't really feel safe giving her the truth, for he hadn't seen her when she attempted to manipulate the weather. "It's…jus something that comes naturally. When I throw things they explode," he muttered, and his voice faded at the end.

"So…you're a mutant?" she concluded slowly.

"I guess," he whispered.

"You look…familiar," she added.

"I guess we could'of seen each other at one point or another…I was a thief for the majority of m'life, anyway," he chuckled.

"No, like you look like someone I've met," she paused and then shook herself back into reality, "But that's besides the point. I'm a mutant as well…I can control the weather." Again she paused. "Storm," she said as she stuck out her hand.

He took it and grinned, "Nice to meet you, Stormy."

She rolled her eyes but then smiled. "Thank you, by the way."

"No problem. Y'live on the streets for a while…and y'learn some things," he commented.

"You live on the streets? No home?"

He shook his head, "I drift."

"I know a place you could come…you'd be safe. It's a school…for people like us," she replied, her eyebrows slightly raised from his response.

"A school? Don't you think you're a bit ol'?" he replied.

"I'm a teacher there. But Professor Xavier owns the mansion, and he lets us live there. It's just mutants there, though," Storm explained.

"A teacher..okay that explains everything," he murmured sarcastically. "But…why would you bother? Who says dis guy's gonna let me stay?"

"Xavier hasn't turned down a mutant before," she replied, as if she believed strongly in her words.

His eyebrows rose at her stern tone. "Okay, Stormy… I'll check it out…I guess."

----

"Professor?" Storm called quietly as she rapped upon his office door.

"Come in, Storm," he replied kindly.

She looked to Gambit quickly, and then opened the door with nimble fingers. It gave a small squeak as she fully opened it.

"Professor…I…I've brought another mutant," she stated shakily. Both she and Gambit strode into his spacious office, of which he was sitting behind the desk in his same old wheelchair.

"I see," he smiled warmly. "Hello, Gambit."

His eyes hardened with confusion, and he looked to Storm for help.

"I am Professor Charles Xavier. And as I can see from the confusion on your face, I know your name because I am a telepathic mutant. I already knew your mutant name. Perhaps you would like to grace me with your real name?" he explained.

"Remy LeBeau…" he replied, relaxing only to the smallest degree.

"Well, Remy, I'm sure you'd like a place to stay. Storm informed me that you rescued her from a band of thieves while she was out looking for Ms. Jean Grey. She also tells me that you have no permanent housing?" he questioned.

Gambit nodded slowly. Storm smiled.

"Feel free to take a room in the mansion," he paused. "I'm sure Storm has also informed you that this is indeed a school, where the older mutants pose as teachers to the younger."

Again he nodded.

"And I would assume that you are past your years of school, correct?"

"Yessir," he replied, calming further as he realized he was being accepted here.

"But I do not believe that you are old enough to be a teacher, nor do I think that you would particularly want to be one," he chuckled.

"Tha's right, sir," he smiled now.

"Well go get settled then, and we will talk further at a later point in time," he finished. Xavier then turned to Storm and added, "Have Rogue show him around the school and grounds… I know you have a class shortly, and she already informed me that she was 'done for the day.'"

Storm nodded and then rose quietly. Gambit looked to her and rose quickly and the two slipped out of the room.

"I don' think he likes me," Gambit muttered guiltily.

"Don't be stupid, Gambit. He would never dislike a mutant coming to him for help," she objected. "Alright…well let's go find Rogue and then I'll get back to my classes…" she muttered, starting down the hall.

"Wait! You mean you can't show me 'round?" he questioned anxiously.

"Rogue is perfectly capable…and I'm sure you'll like her. She's a nice girl," Storm smiled.

Gambit not only was in a strange, new place, but he felt caged and trapped as well. After living off of the streets of a busy city, and belonging to a thieves guild no less, he was not fond of anything less than complete freedom.

The two turned a corner, and Rogue was heading down the hall in the opposite direction.

"Oh…Rogue!" Storm called.

The young woman turned around on the dime and replied, "Yes…Storm?" Her eyes fell on Gambit's figure, whom she'd never seen before. She was slightly wary of him, seeing his gangly appearance.

"Rogue, this is Gambit. Gambit, this is Rogue," she started. "The Professor requested that you show him around the school and the grounds, because he will be staying with us for a while."

Gambit nodded, and Rogue gave a small nod in response.

"Where…why?" she questioned.

"I was out looking for Jean, and I was attacked. He saved me, and I offered him a place with us," Ororo explained, smiling. She glanced down at her watch, and then added quickly, "But if you don't mind, I really must be off…my classes start in ten minutes…" And with that she bounded off around the corner again, leaving the two behind.

"So…you're Rogue," he muttered, looking her over.

She nodded, and then asked, "Gambit. What's your real name?"

"Remy. Yours?"

She rolled her eyes and replied, "Marie. I like Rogue better though."

He nodded and then said, "So…what's dis place like?" His eyes left her and gazed across the walls.

"It's not bad. I ran away from my home a few years back and ended up here…and it's nice when you don't have anyone you can turn to," she honestly replied.

Gambit sighed and shifted the weight of his body on his feet. His hands slipped into his pockets, and then he stated, "So Stormy tells me everyone here is a mutant. I know she can mess with the weather, and that Xavier dude is a telepath…what's the story with you?"

She bit her lip and whispered, "It's…complicated."

"I got time. It's not like I got anywhere to go," he chuckled.

She smiled and then sighed again. "I can't touch people. It hurts them…"

His eyebrows drew together. "What…whaddya mean?"

"Well…you see I'm wearing gloves, right?" she held up her hand, "I can't touch people skin to skin. If it's a regular human, I start draining their life. If it's a mutant, I take their power for a bit," she ended quietly.

"God…that mus' suck," he clicked his tongue.

She raised her eyebrows for a brief second and replied, "Yeah…kinda does complicate things."

"I bet your boyfriend is a little pissed, huh?" he crossed his arms and smirked. His eyes fell on her again.

She whispered, "We try," and for a moment, their eyes met. She hadn't noticed the piercing red shade of his, and it startled her so much that she halfway staggered a step back. "Do you wear contacts…or what's the deal?" she questioned quickly, catching herself.

He sucked in a breath. That had been something he himself couldn't figure out. "I…no. They've been like dis ever since I can remember," he replied shamefully. He'd seen her fear.

"So…should I show you the rest of the school?" she broke the silence that was beginning to arise.

"Yeah, that'd be good," he confirmed.

They began to walk side by side, yet they hardly looked at one and other. It almost seemed as if they'd both thrown up an invisible barrier between themselves. Yet they continued to talk. Rogue explained the dorms, the classes, the school, and finally the X-men team. Gambit listened patiently, and commented at the appropriate times. Rogue was able to accurately describe each of the X-men, except for Jean. She was still hesitant to speak of her, ever since that day at Alkali Lake.

When Gambit inquired further about Jean, Rogue told him the story of the day at the Lake. The base, the dam bursting, and her heroic sacrifice for their sake. Gambit was amazed, and stunned that she'd thrown her life in for the others.

"May I see a picture of her?" he asked quietly.

Rogue nodded, and then she quickly led him down another hall, the one to her room. She left him waiting outside as she slipped into her single room, a room she'd recently acquired with Xavier's permission, and retrieved the last picture of her and Scott together. When she reappeared in the hall, she handed it to Gambit gently. He took the framed image in his own fingers and looked over it carefully.

It took his breath away, and he had a hard time whispering, "She's gorgeous…"

Rogue nodded sadly.

"And that mus' be Scott?"

"Yes. They…they were so in love before that day," she whispered as he handed her the photograph again. "It's torn Scott apart though…he's such a mess because of her loss… And not only that, but Phoenix returned to us, and only tortured him by housing in Jean's body."

"Love is tragic, huh?" Gambit commented, folding his arms as he leaned against the wall outside her room as she replaced the picture.

"Sometimes," Rogue whispered from within the room.

"So you never told me who you were going out with," Gambit noted, a smirk returning to his face.

Rogue clicked her tongue and rolled her eyes playfully. She then fake sighed, "Well if you insist… I've been with Bobby, whom they call Iceman, for about two years now…" Her voice drifted off and her gaze fell to the floor.

"What's wrong?" he asked.

"It's nothing…" she replied, emptily.

"Oh, sure," Gambit remarked.

"It's just that he's been hanging around Kitty a lot lately…and I don't know if it's because something's come up between them…or what. Bobby's still being sweet and kind and everything, but it just feels like we never see each other any more…" she explained.

Gambit looked out the nearest window and replied in a far-off voice, "Maybe he's moving on without you… Maybe he feels handicapped by your mutation…"

Rogue grit her teeth loosely within her mouth. Her breathing sped a bit as she considered the possibility. "I'd like to think not," she whispered.

"I don't know dis guy, but some idiots aren't content with what they're given," he sighed, looking down at the ground.

Rogue all of a sudden snapped back to reality, and questioned playfully, "Why do you even care, huh?"

"Oh, no reason…jus' future references," he smiled as the afternoon twilight rested on his glowing face.


	9. Choices

**Author's Note: **Now I'm getting more into the movie's themes...here we have the cure introduced...and more character development.

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M.** There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Gambit, Rogue, Beast, Magneto, Xavier, Bobby, Kitty...more in other chapters

**Pairings:** major Scott/Jean, minor Logan/Ororo, moderate Logan/Jean,moderate Rogue/Remy, minor Bobby/Kitty

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse, aside from introducing Gambit.**

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**Chapter 9 - Choices**

She bit her lip as she stared out the window that stood ajar. Her eyes, calm yet frustrated; her heart still yet doing back-flips uncontrollably. She blinked furiously and looked away, pretending the image outside was just a figment of her imagination. She thenexhaled heavily before she was able to bring herself to gaze out the window once more.

'It's no joke,' she thought.

Bobby and a younger girl, Rogue recalled her name to be Kitty, were outside. It was after hours, and the sun had long been long gone. The students of the school were supposed to be in bed, or at least in their dorms at 10 pm. Rogue gazed at her watch.

"Breaking the rules now, Bobby?" she whispered.

She then lifted her figure onto the windowsill, and then she drew her knees to her chest and laid her head over them.

"I knew it was going to happen…I'd seen them together…why didn't it register?" she questioned herself, while denial still blinded her.

Her eyes followed the two. Bobby had turned the small pond into an icy arena; he'd even doused the majestic fountain with his ice-magic. Moonlight filtered over the two mutants below, and there were a few lights lit on the porch not too far away. The icy setting caused the area to become a perfect ice-skating rink.

"Hey…watch this…" Kitty smiled, breaking her grip on Bobby's hand. She strode off a ways from the man, and then leapt into the air and did two tight spins in the air before hitting the ice. As she did, she lost her balance and slid towards Bobby, and she caused him to lose his balance as well.

Kitty chuckled nervously as he held out his hand to help her up. She took his icy grip, and he hoisted her up with a relative ease, but she nearly slipped again. Bobby caught her around the waist and chuckled, "Hey…be careful…"

It was at that moment the two realized how close they were. Kitty wasn't exactly looking up either, and her eyes drifted to see his arm around her. She felt herself blush, and she couldn't get her eyes to raise to his again… But finally she forced herself to look at him, out of courtesy, and she mumbled, "Thanks.."

Rogue closed her eyes and felt her brow draw together. Her lips parted only to the slightest degree as she hissed, "How could he…?" She might have been jumping to conclusions, but she knew Bobby too well to mistake the look.

Although a sharp knock at her door sent her heart racing. Her eyes snapped open and she called weakly, "Who…who is it?"

"'s me, Roguie," a deep voice said from behind the layer of wood.

She smiled, wider than she actually intended, and she could tell from his tone of voice that he was as well. She pushed herself off the window, leaving her troubles out in the courtyard with her so called "boyfriend." And despite the fact that she was already dressed in her nightwear - a tank top and old flannel pants - she answered the door anyway.

She gave a sigh of relief, as if when she opened the door he chased all her worries away. She was even more relieved to see that he was wearing a leather jacket. Because of this, she threw her arms around him.

"…Rogue? 's there some reason fer dis?" he questioned hesitantly.

She drew away quickly and bit her lip before answering quickly, "No…just happy to see you."

"Never been dis happy…" he chuckled, looking her over. "Heck…you're even wearin' your pajamas and you still answer the damn door…"

For the briefest moment her mind flashed back to reality. 'Would this really work?' she thought desperately. 'Surely he feels something towards me…' She stopped herself. 'But it's only been a week… Am I jumping in over my head?'

Her face had fallen. Gambit was now waving his hand in front of her eyes, as if he was trying to pull her out of a stare, and he was calling gently, "Roguie…Roguieee…"

When she snapped back into the real reality, her eyes widened at his actions. "Sorry…must of drifted of there…" she murmured, rubbing her head.

"What's wrong, Roguie?" he questioned, his hand falling on her shoulder.

"It's…nothing," she was a horrible liar.

"Mmm, righ'. Why don' you tell me?" he insisted. "Wait…I bet it's dat kid…Bobby, righ'?"

Rogue didn't answer. Instead, she turned her back to him and strode to the window. Gambit strode into her room, and closed the door behind him soundlessly. He then joined her at the window.

"Oh…Roguie.." he breathed, his lips mere inches from her ears as they peered out the open window.

Below, Bobby and Kitty shared a kiss.

"He don' deserve you," Gambit immediately barked, although his volume remained a whisper.

She flinched at his sudden change of tone, but her eyes fell closed nonetheless. A tear fell from her cheek to her clenched fist on the windowsill. Moments later, she felt a touch on the same set of knuckles. Her eyes blinked open, a watery film trying to blind her.

"If he won'…then I'llbe ther' foryou," he breathed, his gloved hand closed over hers.

She turned partially, and faced him sideways. Her eyes were saddened, yet hope was buried back there somewhere. "Remy…what are you…" she questioned.

He placed two fingers over her lips and smirked calmly. "It's alrigh', Cherie," he interjected.

"Is that my new pet name?" she managed to smile at the comment.

"Sure, Cherie," he smiled too.

Silence resumed after their brief exchange of words though. This gave time for curiosity to spread. He edged closer to her, but she pulled sharply back.

"I'll hurt you," she warned, her eyes flashing wildly.

"I take the chance, Cherie," he whispered. She returned to him, and he traced her arm with one hand, and her neck with the other. Their lips met briefly, just as a sample. Gambit had felt a slight tingle in the back of his neck, but he decided that it wasn't enough to hold him back.

The two joined again, dangerously testing Rogue's mutation and Remy's strength. The pain in Remy's jaws grew, and the tingling turned into a burning sensation. Rogue's eyes fluttered closed as they cautiously fought each other, Once before she'd felt a similar sensation - ice had flooded into her throat, her lungs and her veins. Now she felt a lunging surge of energy flowing into her body, and a fiery feel at her finger tips. She pushed their strengths and dove deeper for more, but Gambit began to stagger, struggling to maintain consciousness.

"Remy…?" she breathed, literally able to feel his strength escaping him. "Oh…this is not good…I cannot carry you…" she murmured quickly.

He was treading on thin ice as he leaned against her for stability, and indeed his consciousness was fading quickly. Rogue lifted his arm over her shoulder and helped him to her bed. As soon as he fell upon the sheets, he fell limp entirely.

Rogue backed away and bit her lip. Although he'd dealt with the pain much better than others in the past, she was still naturally worried for his recovery. 'Surely he'll be fine by morning…' she thought.

But deep within her, she felt some how satisfied. She smiled to herself as the new sensation jolted her to life. "I guess it is possible toget close tosomeone…with practice," she whispered, pushing a bit of Gambit's tousled hair from his forehead. "Good night, Remy," she murmured with a smile.

----

She was already awake, sitting in a chair across the room, scribbling away athomework that was due come next morning. He rolled over in the bed, and with his subconscious mind, his arm reached over the side of the bed. To his surprise, there was no one there. Rogue looked up for a brief second and smiled to herself at this amusement.

"M'Cherie…" he said in a gruff voice coated with sleep, yet to wake up.

"Yes?" she replied simply.

There was silence returned. She raised her eye brows and shrugged it off…perhaps he was still dreaming.

"Dat was one hell'of a kiss," he remarked. He then put a hand to his forehead, rubbing his temples and then proceeding to wake himself fully.

She could feel herself start to turn a shade of red. She nervously hugged her work tighter as she scratched words onto the paper faster. Yet at the same time, she felt herself smiling inside.

"I didn't mean to --" she began to object after a few minutes of silence.

He rose to a sitting position on the sheets, and he gave her a sympathetic smile. "Don'," he interrupted. "Now I'm jus' hungry…" he changed the subject quickly. He didn't want her to worry too much…after all he felt fine, or as fine as he thought he should have…

"Alright then…" she gathered up her schoolwork and dropped it to the floor as she strode to the door. She was already dressed, and Gambit looked the same as he had the night before. "Wait…!" Rogue slapped a hand to her mouth. She smiled, half laughing, half embarassed, and remarked,"Go change…they'll start assuming things…" she pointed out the door, and the two slipped out. Rogue headed to the kitchen as Gambit went off to his room, but not before kissing her hand briefly before leaving. He gave her a final smirk and then she headed off.

----

The two met up a minute later, Rogue serving herself toast, and Gambit poking around in the cabinets. No one else was in the kitchen, 'Strange,' Rogue thought, but then when she stole a glance at the clock she found it to be nearly 10 am. 'Most people would have eaten by now,' she corrected herself.

But of course, "most" did not include everybody.

After Gambit and Rogue had settled on barstools around the island in the middle of the room, Bobby and Kitty paraded in, talking amongst themselves and laughing. They too were wearing what they'd worn the night before, Rogue took notice.

"But you know..Rogue's just getting in the way… I mean, like, if we were going to go to war, she wouldn't be able to fight well…you know? Her mutation?And I doubt she's held a gun before…" Bobby stated to Kitty.

As they finally looked up to acknowledge the others' prescience, Bobby bit the inside of his lip. Gambit was glaring venomously at the iceman, and Kitty shrunk back behind him.

"Thanks, Bobby," Rogue's voice sliced through the silence. "I just _love_ you too."

"Rogue --" he stammered, trying to buy time for some sort of explanation.

"We're done Bobby," she spat as she rose from her seat, not having much of an appetite anymore.

Gambit gave a half-snarl and bared his teeth at Bobby as he strode behind Rogue, making a point to take her hand in his gloved one before they left the room.

----

Later that afternoon, the X-Men had been called for an important meeting in the den of the massive mansion. Beast stood just off-center of the stone fireplace, looking over a few pieces of paper. Off in the corner to his left, a young man, no older than 20 years, stood perfectly still, staring out the window.

Charles Xavier navigated to Beast's right side, and cleared his throat. The x-men fell silent as he began, "This is my good friend, and our ally, Dr. Hank McCoy. He has vital information on a very contradictory subject that I think you should all hear about."

Hank nodded, and then he stepped forward. "As you may or may not know… There is a new vaccination beingreleasedacross the country. This specific vaccine has the ability to suppress the mutant X gene in any and all mutants…" he stated, "…permanently."

Expressions began torise on several of the mutants. Rogue's eyes visibly lit, Logan's curledfiststightened, Storm's brow drew closer, Scott's jaw clenched, and Bobby shifted in his seat.

"They're calling it a cure," Beast finalized, with a feeling of defeat.

"A 'cure?' But what is there to cure?" Storm jumped in quickly. "There's nothing wrong…nothing wrong with any of us for that matter…" she added.

Rogue sank back slightly as she bit her lip. She certainly considered this cure an option, but wouldn't seriously take it up without outside opinions as well.

Scott rose abruptly and then cleared his throat before announcing, "I'd be more than willing to serve as a test to see if it really works."

"Sit down, Cyke…" Logan drawled, motioning downward.

Angel whipped around, his wings flaring partiallyopen. "How dare you…how could you even say such a thing?" he cried. "Giving in…as a test subject no less. Do you not have respect for your gift? For yourself?"

Logan turned to Scott and joined in, "Yeah…Cyke, you were the one who said some of you take pride in your mutation… What happened to that?"

"Things have changed," he replied grimly.

"She would want you just the way you've always been, Scott," Storm added quietly, reading his emotions. Tears were in the back of her eyes; she couldn't believe he was so ready to give up.

"Scott, please sit down. No one here will be receiving this cure anytime soon…" Charles finally stated, motioning to the man's chair.

"The so called 'cure' suppresses the target gene at first, but over time it begins to eat away at the gene, thus destroying it. If the gene is completely destroyed, there is no telling what will happen to said person over time…because part of the person would literally be gone… I imagine the body would begin to malfunction….and that would eventually lead to death…" Beast explained. "Or this is what I have heard thus far."

Scott reluctantly sank into his seat.

"Besides, they've already tested at least one mutant that you all know of…The one that calls herselfMystique," he added.

"Whoa…how the hell did they get her?" Logan murmured, slightly amazed that humans had managed to capture the mistress of disguise.

"They caught her off guard after she'd been in some sort of a fight…she had a deep wound in her leg when they found her. Anyways…the cure has been administered to her, but the results are unknown, for Magneto abducted her from the hospital before it had a chance to set in," Hank continued.

"This cure is certainly a future possibility, but for now we may want to wait and see what the results will turn out to be," Charles concluded. "Thank you, and you may return to your schedules now."

The X-men filed out of the room slowly. Logan and Storm went off down towards the classrooms, Beast and Xavier stayed behind to discuss further options, and Bobby escaped quickly, dodging Rogue.

Scott have a heavy sigh before he rose and started off towards his suite. Gambit caught a sideways glance of the man, whom he'd never really paid attention to before, and his brow tightened in perplexity.

"Dat is Cyclops…correct?" Gambit whispered, pointing to Scott.

She nodded, taking his arm within hers.

"Strange…" he whispered. "There is somethin' there…somethin' between us…dat I can't..figure out…" he trailed off.

"What?" Rogue replied.

He shook his head. "It's nothin'." He shot a glance at the mutant one more time, and then whispered to himself, "A connection…"


	10. A Warning

**Author's Note:** Sorry for waiting so long...I got very busy there for a while. Two chapters up now (:

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M. **There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Gambit, Rogue, Beast, Magneto, Xavier, Bobby, Kitty, Mystique, Pyro...more in other chapters

**Pairings:** major Scott/Jean, major Rogue/Remy,minor Logan/Ororo, moderate Logan/Jean, minor Bobby/Kitty

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**Chapter 10 - A Warning**

"Professor?" He knocked upon the oak door hesitantly.

"Come in, Remy," Charles replied comfortingly.

The doors eased open with a low creak, signifying their age. Gambit stepped into the elder's office and found him looking over a few medical files.

"Err…sir.. I've got a few questions fer you," he continues after the man motions for him to take a seat.

"Is something bothering you about Scott?" Xavier jumped in before Gambit even had a chance to gather his words into a decipherable sentence. In turn, Gambit merely nodded.

"Som'thin' doesn't sit right…" he added, "It jus' feels like…there's som'thin' there, ya'know?"

A long sigh escaped Xavier's lips. "As I have told others, sometimes it is best for the mind to figure these things out on it's own," he said somberly.

A low growl developed in the depths of Gambit's throat. He hated to be denied answers, especially if he knew someone knew what was going on.

"I'm sorry, Remy, but I do not have the answer you seek," he apologized.

Gambit stood up so quickly that the chair he was seated in nearly tipped backwards. "Thanks for nothin'," he snarled before leaving in a storm out the doors. They slammed together with a sound that echoed like a final thunderclap through the room.

Charles rubbed his temples and breathed, "If he knew…it would kill him."

As Gambit angrily plowed through the halls, the classes were released. Students were pouring into the halls as an unbreakable flow of water in both directions. Gambit rolled his eyes and mused, "Figures." Just as he started to swear to himself, he saw a distinct flash off to the side.

"Hey Bobby!" he barked, his eyebrows drawing even closer to each other. Gambit drew the lengthy metal pole from his overcoat and a smile cracked across his lips.

Bobby's eyes widened in slight fear, yet he called back, "I don't want a fight, dude…" he held up his hands as if he didn't know what Gambit was expecting of him.

"Too bad I do," Gambit murmured.

The master of the cards lunged at the iceman, and explosions fired as well as ice raining down in the hall. The younger students screamed in fright as they proceeded to flee as fast as they could to their dorms. Bobby looked rather upset that Gambit would want to make a public statement against him, and Gambit just looked beyond annoyed, needing to take his anger out on someone.

With the flick of Gambit's wrist, Bobby was hurtled backwards against one of the walls. He in turn threw a hail storm back at his attacker, causing Gambit to sport several bruises and a few trails of blood.

"Is that all you got?" Gambit snarled, his eyes glowing an even deeper shade of red, if possible. He flicked his metal rod behind him, and the blood splatters flecked the carpeted flooring. A devilish smile cracked across his face once again, and he attempted to entice Bobby further.

Bobby feigned to the side, and then attempted to flee via the other direction. Gambit was one step ahead though, and smacked the iceman across the skull with the metallic staff. A sickening thud reverberated from the man's head as he flinched back in pain. His head throbbed as he began to fully summon his powers out of sheer anger and revenge. Gambit wasn't expecting much in a return attack, so he relaxed and resumed his full standing position, throwing the rod over his shoulder in triumph. Bobby's massive jet-stream of ice hit him hard in the chest, knocking the wind straight out of him. He fell to his knees seconds after the blast, throwing the rod to the floor in a clatter as the pain hit him in shuddering waves.

"What is going on out here…?" a female voice growled from behind a closed classroom door. Before Bobby or Gambit could snap to reality, Storm tore the door to her history classroom wide open, and her mouth fell open in utter shock.

"You two…I…" she stammered, "Of all people, I can't believe that you'd be the one to fight someone in the halls, Bobby!"

He cut his powers short, and then slumped against the wall, his head throbbing so much so that he was feeling extremely lightheaded. "Storm…I'm sorry…" he murmured, wincing horribly.

She looked them over more observantly, and then bit her lip. Both boys were bleeding more than what would be considered a "minor" wound. Gambit was slumped against one wall looking very unconscious, and Bobby was against the other, rapidly falling out. Storm looked between the two and then cried, "Hank!"

----

As Gambit's eyes fluttered open, his head shifted from side to side nervously. "Where am I?" he whispered, his vision still blurry.

"The equivalent of a hospital," a distinct male voice replied, with an unimpressed tone laced on the words.

"McCoy..?" Gambit cleared his throat as he spoke.

Beast stood beside the man's table and patted his arm roughly. "Indeed, son," he replied.

"What the hell happened?" Gambit grunted as he shifted awkwardly on the table. An IV was in his hand and he was hooked up to various machines. "Why am I here?" he demanded.

"Because you survived the fight," Bobby retorted as if the answer was more than obvious.

Gambit gave a forced sigh and rolled his eyes. "So the bastard's here too, huh?" he spat.

"Hey..hey! Boys…knock it off," Hank snarled over them. Yet the two young men continued to bicker over Hank's threats. The blue-furred man sighed as he strode between them, returning to monitor the various machines and paperwork he'd collected. "They'll make a full recovery in no time at this rate…" he murmured to himself as he pushed his glasses into place.

----

Mystique bit her lip as she leaned against one of the only outwards windows of the prison-like hideout. Her blue skin itched and shuddered more and more each day. Ever since she'd received the cure, she began fearing for the sake of her shape shifting powers. She looked over her shoulder, finding that she was the only one in the room, as she had been for the past several minutes.

Therefore, the woman took in a deep breath, and then released the slow sigh in an attempt to calm her racing thoughts and anxiety.

"What are you worrying about…? Nothing's happened yet…" she whispered to herself.

She then focused heavily on her ally's figure, and she felt her skin begin to burn; an unusual sensation for changing skins. She looked down at her feet, and saw the color fading from her toes, and then she held her hand before her, and they too began to take on Magneto's resemblance. She smiled in relief.

The smile soon broke into an appalled stare, though. The blue began to cover all areas of her body again, against her will.

"No…no…!" she cried quietly, finding her breath failing her at this point.

She looked over her body, and saw that all of her was still covered in the vibrant blue skin. She swallowed hard, finding a lump of fear rising in her burning throat.

"Everything alright, m'dear?" Magneto called, his footsteps echoing into the room. He was closely followed by an annoyed-looking Pyro.

She nervously resumed her full height and nodded yes as she blinked back the fear in her eyes.

"I'm afraid I've got bad news," Magneto continued gravely.

She shied back nervously; her heart began to race.

"Ms. Grey has escaped.."

"What…? How?" she stammered a bit too soon.

Magneto and Pyro both arched an eyebrow as they sank into their seats. Mystique fell beside them, and she looked between the two men curiously. "I thought she was locked away in one of your medieval death traps…" Mystique commented sarcastically, returning to her old self again.

"Even I have underestimated the power that she possesses… She was able to fight against me and escape. She fled, running as if she was flying…and god only knows where she's gone," he replied angrily.

"So what are we gonna do?" Mystique inquired, not personally caring about it at all.

"We need to talk to Charles about that… I'm assuming he'd be able to find her with Cerebro… I mean the woman only gives off so much damn power," he chuckled.

Mystique arched her eyebrows in agreement, and then crossed her legs as she relaxed into the chair. "How are you planning on stopping her? Especially if you said she attacked you head on and was able to escape…?" she continued.

"Well my dear…I have ways of persuasion…" he paused and then pulled a thin case from the pocket of his shirt. He then flipped the top open, revealing four identical syringes inside.

Mystique's anxiety came flooding back.

"Once she's got one of these in her, I'll need not worry…she'll be one of them," he concluded, stressing the last word.

Pyro's gaze flicked from the syringes to Mystique.

"I've been hearing reports that the humans have even been putting these darts into their rifles and handguns… My how clever they've gotten…" he mused, resealing the case. "But any mutant that takes this cure I believe should go down with the rest of those humans…like the weak imbeciles the are."

Again, Pyro's eyes flashed the Mystique. She shifted nervously, and her eyes fell to her legs. But then something happened that sent a shock to her heart, causing her to shake.

A pale, silky flesh tone was chasing up Mystique's leg. Her mouth parted slightly as she tried to search for rhyme or reason as to why this could be happening, but instead all she managed was to shake her head. "No…" she breathed.

This time, she wasn't shape shifting.

"My dear, what's wrong?" Magneto purred, looking at the woman in amusement. After a few chuckles he finally came to realize what was happening to her… And he too shook his head in disbelief. "My dear…I'm afraid…you've become one of them…" He rose abruptly, and turned on a heel as he strode angrily from the room.

Pyro looked to the man frantically, and then dashed off after him.

"I'm giving you an hour to get out of here, Mystique…" Magneto's voice boomed. And such a final boom it was.

----

"Charles!" the knocking upon the door mimicked a thunderstorm. "Charles! Open this door! I've got urgent news that cannot be ignored!"

The door clicked, signaling it's unlock, and then it swung wide open, revealing Logan standing in the doorway.

"You rang?" he said curtly, his eyebrows high.

"Move out of the way, you pesky animal…let the grown-ups do their talking…" Magneto urged as he pushed through the door.

"Why the hell you here?" Logan snarled, blocking the way.

"I need to speak to Charles, you idiot. I've got some very important information regarding Ms. Jean Grey…now move!" he restated loudly.

Logan froze. 'Jean. Storm said she was goin' off looking for her,' he thought. "Wait...I thought you were against us," Logan's mind clicked.

"Boy, this news could be fatal. For all of us. Sides aren't of the greatest concern at the moment," Magneto said quickly.

----

"Erik, I hope you realize, that because you have lost contact with her, this could now turn into a very dire situation very quickly," Charles stated grimly as he and his old colleague traveled the perimeter of the school grounds.

"I misjudged her strength…she accidentally escaped," Magneto argued.

"This is why I was restraining her. She has power beyond her own control! If unchecked, she could literally burn herself out, and you know that Erik," Charles barked angrily, "I'm trying to keep her from danger, and you're only throwing her into it."

"A war is inevitable," the other elder stated, "there is no avoiding it. Phoenix will most likely escape to the city and reek havoc amongst the humans, and they'll be out for her blood…and every other mutant's blood. And besides that, I've already heard more than enough of all of these mutants protesting the cure…"

"Erik…this will be no pleasant fight. I just hope you know who you stand with, and how you are to go about this war," he paused, turned away, and then added, "and please, do not get her killed in the process."


	11. Curiosity Killed the Cat

**Author's Note: **A bit of a longer chapter, incorperating one of the lesser of my favorite themes, and not to mention wayy over-used in general: a school dance. (Oh yes it can happen...because I am writing it. Yes. That is why xD) I'm slightly paranoid about adding Gambit into the story; I feel as if I won't be doing him justice. Lemme know what you think. /

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M. **There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Gambit, Rogue, Beast, Magneto, Xavier, Bobby, Kitty, Mystique, Pyro...more in other chapters

**Pairings:** major Scott/Jean, major Rogue/Remy,minor Logan/Ororo, moderate Logan/Jean, minor Bobby/Kitty

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**Chapter 11 - Curiosity Killed the Cat**

'Storm, Logan, Scott...please meet me in my office,' Charles called to his students mentally.

Within minutes, they filed into his massive wooden office, Storm being the first and Scott dragging in last. Charles insisted that they seat themselves, and then he continued, "As you all recall, we usually have a dance for the older students at the end of term. This year will be no different. Please inform the children that the dance will be held in three days."

Logan and Storm nodded, yet a grave feeling settled over the group. Scott broken the silence with a questioning, "Why did you need to call me, professor?"

"I intend for you to be in attendance that night, Scott," he replied calmly.

Scott took in a sudden breath, and then nodded warily. "Whatever. I've got nothing better to do," he mumbled miserably before biting his lip in slight anxiety. His thoughts began to slip back into the past, where he clearly remembered the years in the past where himself and Jean had been in attendance at the various dances.

Both Logan and Storm stole a quick glance at Scott, and a sudden guilt flooded into Storm.

"Professor…do you think that's fair?" she interjected, "…on Scott's part?"

"I mean what I say, Storm. Now that is all I ask of you three for now. You may return to your schedules," he concluded with a smile.

----

Both Storm and Logan stole back to their classes, where they relayed the Professor's message to their numerous classes. Excitement bubbled all day long, and only rose to the boiling point as soon as the day was over. When the classes filed out of their rooms, Rogue jumped amongst the traffic, searching for the man with the scruffy hair and rugged overcoat… While at the same time, Bobby sought out Kitty Pryde, and took her hand as he asked her to the dance.

Kitty leapt into the iceman's arms upon his question, and she accepted in a heartbeat's time. Rogue was just returning to her dorm when she spied this embrace, and she rolled her eyes disgustedly at the very scene. As she turned the door knob and entered her own room, she found a man inside already waiting for her…

"Cherie…will you go to the ball wit' me?" Gambit purred from the edge of her bed, holding out a red rose for her.

Rogue's expression softened instantly, and she rushed to his arms, and breathed a reply of "yes" just before they lightly, and cautiously kissed on the edge of the mattress.

Meanwhile, Storm was gathering a growing stack of papers from her desk as a muscled figure strode through her door. She had her back turned to him, but she knew very well who it was, just by the way he entered her room.

"Professor Munroe…" Logan purred from a student's desk in the front row of the class.

"Yes, Logan," she replied, a smile coming to her face as she rose to a standing position, but with her back still to him.

"Surely you would go to the dance with me…?" it was more than clear to hear the smile in his voice.

She finally turned around, and she was staring down at him with a chuckling smile. "Sure, Logan," she replied simply. "You can pick me up at six," she added, with the arch of an eyebrow. Storm then turned away sharply, shoved her papers into a bag and then strode out the door casually, but not without casting an amorous glance over her shoulder at the wolfish man. He returned the smile with one of his own ravishing grins.

----

The following two days dragged on endlessly. The buzz of chatter among the students only magnified with each passing day. Storm's students often caught her off guard, and would have to shake her back into reality. Scott was avoiding Storm's constant pleads to attend the festivities, for he was preoccupied with his own internal conflicts. Logan was becoming more vivacious towards Storm as the days past, but he reminded himself to retain his hard stature around the kids. Therefore he went in and decided to have a session with the danger room just hours before the dance; just himself and the simulation at a dangerously high level.

He strode into the circular room in regular, everyday clothes, not bothering to take up a uniform. This particular workout was at level nine out of ten, but Logan protracted his claws with a feeling of excitement bubbling in his blood.

"Bring it," he smirked, welcoming the clearly deadly mission before him.

Only slightly more than an hour passed before Logan bared his teeth boastfully, concluding the training was over. He jumped down from the wreckage of the scenery around him, waiting for the familiar cyber-voice to say, "Mission complete."

After an entire minute passed, his eyebrows drew together angrily. "Damnit..I know the session's done…" he looked around rather curiously, as if trying to find an off switch. This is when Logan's ears picked up the faintest sounds of boots colliding gracefully with the pavement.

He twisted his head around, and then arched an eyebrow in the direction of the noise vibrations. "Oh how great for me…" he snarled, his claws coming into view again with the sound of metal scraping metal. He fell into his fighting stature and waiting for the oncoming villain…when…

"…Jean?"

His knuckles loosened and he straightened up. "No…there's no way…" he murmured, his lips barely parted.

Alas, Jean Grey strode into view, wearing a vibrant blood red wardrobe. Her expression unreadable, but her eyes bright and challenging. "Logan…" she paused, even in her movements. Her mouth then parted in awe, and she whispered, "I missed you…"

"Cyke is desperate," Logan concluded, arching an eyebrow. 'I just can't believe he'd go so far as to program her into the danger room simulations…' he thought bitterly.

As she advanced further, Logan shook his head and stated, "Jean…you're not real. You're part of the damn training." He sighed heavily as she finally came to a stop, only mere feet before him. At his comment, she seemed to look taken back.

"If I'm not real…" something deadly flashed in her eyes, but Logan's heart remained steady, "then why can I do this.." She drew so close that he could literally breathe in her exhale.

"There's no need to be afraid," she smiled, looking into his gaze.

"You're readin' my mind," he stated, edging backwards.

She reached towards him hesitantly, but her fingertips hardly even grazed his shoulder. Her alluring gaze combined with her appealing touch was just enough to convince him that she was real enough. The two engaged in a ferocious kiss as Jean's armed curled around his neck in an inescapable embrace.

"Told you," she breathed between touches. He mumbled something incomprehendable in response, and then her fingers skirted with her edges of his over-shirt. She began to help herself, and then Logan fingered her sides.

"Nice try," he breathed. He then coiled his muscles and unleashed the burst of energy rather suddenly.

Jean screamed silently as she recoiled from the daggers lunged into her stomach. She attempted to pull herself into a fully standing position, but when her tear-stricken eyes met his, her lip quivered and she fell limp. Logan ripped his claws from her now dead body and turned away, rubbing his temples. Jean's body hit the ground with a dull thud.

"Mission complete," a computer voice concluded.

"There we go," he said gruffly, throwing his arms down with a sigh.

----

The dance had finally arrived. Students poured into the emptied-out dining hall every so often, while Logan and Storm were left to supervise. Even after the first half-hour, Scott had failed to show.

"When that bastard shows up, I'm gonna kill him," Logan snarled quietly, for reasons other than the man arriving late.

Ororo glared him and whispered, "Not in front of the children, you aren't." She turned away from him to scan the crowd yet again, when she breathed, "Speak of the devil…"

Scott reluctantly slipped through the double doors, dressed in a red shirt and nice black pants. A leather jacket hung over his shoulders as well. His ruby glasses shimmered brightly even in the dimmed lights.

"Scott!" Storm called, smiling as she strode to him with arms wide open. The two embraced, and a faint smile crossed his lips. "Good to see you," she added.

He raised his eyebrows quickly and replied, "Well I had to come, didn't I?" He chuckled to himself and then looked her over. "Nice dress," he stated, pointing to her attire: a silvery blue silk dress that hugged her figure.

"Thanks," she replied sheepishly, running a hand through her streaked hair. She looked over her shoulder and caught Logan's gaze. He interpreted this as a sign to come over, and thus he strode over to the pair quickly.

"Scott. Nice to see you out…" he began, immediately cutting into his and Storm's conversation.

"Same to you, Logan," he replied flatly, realizing quickly that this was going to be a long night.

"..yes…where do you go during all those days we hardly see you? Maybe the danger room?" Logan inquired, not backing down.

"Logan.." Scott sighed.

"You want to know what I did this afternoon, Scott?"

"What, Logan?" his tone stiffened.

"I took a little session in there. Guess what I found?"

Scott merely sighed.

"Your damn girlfriend."

Storm came between the two men and put her hands on each of their chests, backing them away from each other. "Boys…" she warned.

"What the hell do you think you're doing, going in there and jacking with the systems like that!" Logan barked, fighting Storm's body-barrier.

Scott held up his hands and objected, "I don't know what the hell is wrong, Logan."

"Oh I'll tell you. She came on to me with no frickin' warning, that's what's wrong," he snarled.

"That's a problem? For you of all people? I thought that's what you wanted," Scott's sarcasm had a touch of venom in it. He turned away coldly after his comment, diving between the crowds.

Storm looked up at Logan angrily. "Why did you have to do that, huh?" she said sharply.

He began to make up some excuse, but she threw up a hand and whispered, "I don't want to hear it right now…"

----

Meanwhile, Gambit and Rogue had arrived, him wearing a black dress shirt, while she wore a stunning black and red gown, complete with black gloves. Her hair fell around her bare shoulders in waves. He escorted her into the quickly crowding space, and shortly thereafter the two embraced and swayed to the slowed music.

"Chere?" he whispered, pushing a stray hair away from her face.

"Yes, Remy?" she questioned, looking up to his vivid red eyes.

"Kiss me, Cherie," he breathed, inching closer to the skin that would devour his consciousness in mere seconds.

"Remy…please…we've been over this before…" she insisted.

The music suddenly shifted to a heavily upbeat tempo, and Remy pulled away willingly. Rogue's eyes shied from his as they drifted apart slightly, and then she found Scott. He stood against one of the lone walls in the room, one heel against the wood while his hands were shoved deep in his pockets. His head was tilted away, and no doubt he was lost in his own memories of years past.

"Hey…Remy… Can we take a break for a second? I'd like to talk to Scott, if that's alright by you," she stated quietly.

"No problem, Cherie…I'll jus' have a little chat wit' Stormy…" he smiled warmly.

She chuckled to herself, still amazed that she let him get away with calling her that. But she turned away quickly and headed towards the lonesome man.

"…Scott? You okay?" she asked gingerly, reaching out for his shoulder.

He snapped back to reality slowly and raised his eyebrows as he tried to recognize the voice without turning. "I'm good, Rogue," he replied, coming to a standing position again.

"Can I have this dance?" she smiled.

He held out his hand and replied, "Surely…" The two then joined together and strode slowly to the edge of the crowds.

Her voice lowered considerably and then she stated, "Remy's said that he knows where Jean is. He saw her run off from Magneto."

"What?" The statement had caught him off guard.

"He saw her escape Magneto's prison, and he followed her. This was only days before Storm went off searching for her," she continued.

Scott swallowed hard. "Can he take us there?" his voice shook.

She nodded. "I told him that I was going to tell you, and that you'd want to go after her," she reassured him.

"Where…exactly is she? Did he say?" he persisted, desperate for answers and normalcy.

She paused and looked to the floor. "She ran to her childhood home." It sounded so final.

Moments later both Scott and Rogue were headed towards Gambit and Storm, who were now dancing joyfully, laughing at each other. Scott cleared his throat and Rogue said, "Remy, we need to go…"

He turned to her, and then he replied, "Oh…right," when he set eyes on Scott. "Sorry, Stormy, but I've gotta go," he said as he turned back to Storm.

She looked to Scott curiously, but said nothing. Her expression quite clearly said exactly what she was thinking: "Don't do anything you'll regret." And with that, Rogue stole Gambit away, and the two headed off to the garage with Scott, preparing to take a short trip to the very place Jean had locked herself away when she was a child…

Scott had made the drive in silence; he knew very well where the Grey household was. Several times Jean had made him drive by the house, just to make sure it was still standing. Every time it was there, and every time he laughed at her for being so paranoid about it. This time there was no laughing though; grave feelings were floating heavily in the blue sports car as he punched the gas. The trip had been made in no more than thirty minutes, it was just to a nearby city in the same state.

Still in formal-wear, each of the X-men opened their door warily, eyeing the house as they stepped out of the safety of the car's interior. A heavy force seeped from the walls of the house and could be felt just by passing by.

"She's definitely in there," Scott commented. Without thinking, he advanced to the low rising gate and unlatched the lock as he continued along the short walkway to the front door.

"Jean…?" he called at the solid wooden door. He rapped his fist upon it, and then pressed an ear against the door. He sighed and looked to his feet remorsefully before he forced his way into the house.

Gambit and Rogue both stared in shock as the man let himself into the house that was clearly not his, nor was he welcome to.

"Oh god…" Rogue whispered, tears of worry rising in her eyes as she buried her head against Gambit's chest. "Please let him be okay…" she choked.

Gambit patted her shoulder cautiously, and then hugged her waist in a consoling fashion while whispering the lie, "I'm sure he'll be fine…"

Inside, things were haywire. Books floated ominously in one room, while paper danced in an absent wind in the next. Scott led himself blindly through the rooms, calling Jean's name occasionally, even though he knew he'd be meeting Phoenix. He finally turned a corner and found her; a figure sitting in a lone chair in the corner of a study. Furniture hovered inches above the floor, the window was ajar, books glided through the air, and lights flickered. It was dusk out at the moment, and the lights caused the room to look spooky when they died out. Although when Scott Summers entered the room, everything fell to the floor with several heavy thuds, and the lights snapped on.

Jean's head stared straight ahead, tears in the reddened whites of her eyes. Scott knelt before her and looked into her eyes from behind his red glasses.

"Jean…look at me," he pleaded.

"No…"

----

Outside, Rogue began to grow extremely paranoid. "He's been in there too long…" she cried. Gambit continued to console her, but it didn't seem to be working after a certain time. Rogue pulled out her cell phone from the purse she'd taken with her, and she jammed Storm's number into the keys. Seconds later the line connected and two rings sounded in Rogue's ears before a familiar voice came on.

"Hello?"

"Storm…it's me, Rogue.." she coughed.

"Rogue…? You okay? You sound like you've been crying, sweetie," Storm questioned, concerned.

"It's Scott…" she whispered.

"What happened?" her voice instantly hardened.

"We went to find Jean and he hasn't shown in a while…I'm worried for him…"

"We're comin' Rogue… But you know I've got to tell the Professor…and he won't be impressed," she warned.

"I don't care…please just hurry…" she begged before the line disconnected.

Silence rang for a second or two before Remy sighed, "I think you're overreacting…"

It only took ten minutes via the jet, and Rogue ran to the passengers as they filed out of the cabin. Logan hugged her reassuringly, but Xavier's tone seemed unsure.

"How long ago did he go into the house, Rogue?" Charles inquired.

"I don't know…about twenty minutes maybe…" she cried.

Xavier looked to Storm and Logan. "You two stay out here with the other two… I'll head in and get Scott out and then talk with Phoenix," he explained before wheeling ahead.

"My dear friend…you just can't stand the thought of loosing one of your precious x-men, can you?" an elder voice called.

The x-men turned around, and Logan's claws instantly flashed out.

"No need for violence, Logan, but it is nice to see you as well," Magneto chuckled. He strode to Xavier's side and then stated, "We will both go in and speak with her. After all, it was both of us who spoke to her in the first place."

"How'd you even get here?" Logan barked.

"I'd be a fool if I couldn't feel her radiating energy," Magneto replied calmly, pointing to the house.

"Erik…I don't want any violence here. The situation is far to delicate to mess up," Charles objected.

"You can be sure that I won't mess anything up, my friend," he stated. His voice then dropped as he added, "At least not for me, anyway."

The two men advanced together into the Grey household, apprehension rising in their minds as they too saw the floating objects and haywire situations. The elder men explored the house cautiously until they found Scott on his knees, attempting to console the crying Jean.

"Scott…please back away from her, and get outside," Charles ordered.

He looked up, surprised to see both Xavier and Magneto standing behind him. Jean looked up as well, and the red flashed back into her eyes.

"Get out…" she said through gritted teeth, "…get out…"

Scott didn't have to be told twice. He backed off from Jean, and passed the older mutants hesitantly before he escaped from the house onto the street.

"Jean…" Charles began after he was sure Scott had exited the household.

She glared at him. "What?" she snapped harshly.

"You need to come back home…I can help you…" he explained calmly.

"He just wants to tame your powers, Jean. He doesn't want you to truly exploit them…he doesn't want you to be who you really are," Magneto contradicted him.

"You're…you're holding me back…" she whispered angrily.

"No!" Charles objected. "I want you to be safe, and I want you to return to your normal life, Jean."

"Jean isn't here anymore," she snarled, her eyes fully dying red at this point.

"This is exactly what he's trying to prevent, Phoenix. He wants you to be weaker," Magneto attempted to provoke her further.

"Shut up," she barked. "You're just trying to use me, while you're trying to restrain me," she spoke to each of the men. "I want no part of it," she hissed. The window beside her shattered. She then squeezed her eyes shut and cried, "Get out…get out of my head…" When her eyes opened again, they remained brown for a moment, just before the red returned.

"My dear, I'll really help you…" Magneto insisted.

"I told you to get out…" she snarled. "Now you'll get it…" She began to rise from the chair, and she hovered above the carpeting. Her body rapidly engulfed with menacing flames, and then they exploded outward, catching everything and anything within reach on fire. The elder men fled from the room with heavy hearts, and Phoenix burst through the roof with a fiery bang.

"Jean.." Scott whispered to himself as he spied her breaking through the walls. The fire was now beginning to spread, and the house would be destroyed before anyone volunteered to save it.

Phoenix looked over the small crowd before her, and then she turned away and prepared to jet off into the dying sunset. Tears streamed from her lids, showing that Jean was fighting back. And one last, longing glance over her shoulder to Scott heavily pointed to this theory as well.

"Damn…" Gambit whispered, "she truly is gorgeous…"

Phoenix's eyes hardened at Gambit's comment. "You're just a stupid kid…" she hissed. She then thrust her arms towards him, and fire exploded like a bomb at his feet. He staggered backwards in pain, and Rogue screamed as he fell to the ground with a sickening pound. At that, Phoenix fled from the scene much like an exotic bird would if it was being hunted.


	12. Advancing

**Author's Note:** This chapter was originally called "chapter 11.5."Yes. Chapter 11.5. It's very short. That is why I call it 11.5, rather than a whole new chapter...but I know thedrop-down listing will call it chapter 12. So much for creative numbering. Again, I got the idea of the news report from the previews for _The Last Stand_. ...So we near the major chapter 13...a war is inevitable at this point...

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M.** There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser): **Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Gambit, Rogue, Beast, Magneto, Xavier, Bobby, Kitty...more in other chapters

**Pairings:** major Scott/Jean, major Rogue/Remy,minor Logan/Ororo, moderate Logan/Jean, minor Bobby/Kitty

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**Chapter (11.5) 12-- Advancing**

The afternoon news was on.

Storm stood in the doorway, leaning against the arch. She didn't face the tv, instead she watched the scene from the night before over and over again in her mind.

Logan sat on the couch, extending and retracting his adamatium claws over and over again. He eyed the television set every few seconds. Finally he extending his claws and eyed them as a young girl would her fingernails, as he'd grown bored with the usual news on the mutant cure.

Something new flashed across the screen, and Logan's claws drew back quicker than he'd expected. Storm's eyes locked on him as her anxiety rose.

"This just in…the Brooklyn Bridge is literally being torn off and repositioned… Due to mutant…"

Logan's mouth fell open slightly. It's what he'd been waiting for.

"Oh my god," Storm said quickly through exhale. Logan looked to her, and instantly they knew what they had to do. "I'll get Hank," she said quickly, tearing off down the hall.

"So that leaves me with Scott," he paused. "Damn it."

----

All four of the adults met in the hall of the danger room where their suits hung in glass casing. Scott reluctantly put on his uniform, Beast struggled with the undersized jacket, Logan and Storm both couldn't seem to get their clothes on fast enough. All of their hearts pounded in their ears by the time they'd all dressed themselves.

"Okay. We're ready then…" Logan growled, turning towards the door where the jet was housed.

"We're ready too," Bobby said unexpectedly.

Logan's eyebrows arched high as he turned around, meeting the kids. Rogue, Kitty, Bobby, and Colossus were all standing there, almost as if they were awaiting instruction. Logan sighed and his arms fell to his sides. Storm bit her lip.

"Kids…this is something beyond any training you've done," Logan began.

"We're not kids anymore," Bobby objected.

"Fine," Logan barked sternly, "You may not come home, Bobby." He glanced at Kitty, whom he noticed Bobby laced fingers with at his comment, "_She_ may not come home; you ready for that?"

Kitty flinched. Rogue's eyes darted away from the couple.

"I'm not your father. I don't have to tell you to stay. But I'm sure as hell not telling you to go," Logan concluded. He turned his back to them, fiddling with the keypad to the jet, and halfway expecting them to turn around and leave.

'Ha,' he though, when he looked over his shoulder and they were still there.

The doors opened wide, revealing the sleek Blackbird inside. Logan nodded, and Storm returned the gesture, and then they all filed into the massive room beneath the basketball courts.

But Logan held his hand out before Rogue could enter. "Where the hell's your boyfriend?" he almost demanded.

"He's still hurt," she whispered.

"You realize you may very well be walking into your death, here?"

"It's my decision, Logan. I made my mind up, and I'm doin' this," she objected.

"You'll die for that guy that you've only known for a month, tops."

"Logan, it's not like that!" she wouldn't be guilty for doing this.

"Fine. As long as it's what you want," he snapped.

"Fine," she barked.


	13. Ultamite Part 1

**Author's Note: **Well, well, well.. We reach probably the most massive, and dramatic chapter in this story yet. I originally began writing this after completing chapter 7. So I'd been working on it for a long time, and perfecting it all the way up until I submitted it on my dev.Art account. Pretty happy with how it came out...but it was damn near close to 6000 words... So I split it into two chapters.

Wen1 - Your review made me laugh. Thank you.

All reviewer - Thank you so much for everything so far (: I'm glad you are enjoying it.

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M. **There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Gambit, Rogue, Beast, Magneto, Xavier, Bobby, Kitty...more in other chapters

**Pairings:** major Scott/Jean, major Rogue/Remy, minor Logan/Ororo, moderate Logan/Jean, minor Bobby/Kitty

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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13 -- Ultamite Part 1 **

His feet thudded against the hard earthy floor, and the beat mimicked that of his racing heart.

"They ain't gonna keep me locked up… That ain't enough to stop me…" he breathed, racing through the thick forest. He ran as fast as his body would allow, and he'd run as far as his legs would take him, as long as he got to her before it was too late. The thought of it "being too late" sent shudders up his spine and made the hair of the back of his neck rise, and only drove him further.

"Now if only I knew where the hell they'd all gone…yeah that would be helpful," he gasped as he came to a momentary stop, scanning his surroundings quickly.

----

Cyclops' optic beams were enough to blow a hole clear through a man's skull. Storm's lightning strikes were more than precisely aimed, so much that men were practically burned on the stake. Angel crouched in a tree only feet behind the front line action, waiting for the perfect moment to pounce. Beast was off to the left, using brute strength to tear at the humans who dared to approach him. Bobby was standing before Kitty and Rogue, all of which were waiting for their chance to come forth.

Wolverine was the most vicious; he drove his claws into the flesh of the various soldiers as their comrades watched helplessly; hoping to not meet the same fate. Within moments the man's silver claws were dyed a thick shade of crimson, and his animal instincts were flaring unstoppably from deep within his body. Storm strode forward after the man had cleared the front line, and through his blindness, he clipped her arm with his claws. She flinched back for she now sported a flaring red gash across her forearm, yet she did not scream. Instead, Storm reached out for him again and touched his arm lightly as she nodded gently.

He shook the blood from his claws as he edged her backwards. "I can't afford to have you hurt," he hissed.

But his explanation was cut short when a rain of bullets soared through the air towards the X-men. Logan snarled as he pulled Ororo to the side, his chest heaving as he looked over his shoulder at the humans that despised them so much. He then whispered, "Okay, correction. Just keep yourself alive."

----

They'd torn maybe two hundred humans apart, but the human forces seemed endless, and the battle had hardly even begun. Phoenix waited for the opportune moment to strike, for she'd not exactly chosen a side to fight for yet, despite the fact she'd claimed loyalty to the Brotherhood and the X-men beforehand. She waited at the edge of the greenery that Angel had previously taken shelter in, when an idea flickered across her mind. A smirk crossed her lips, and then she jumped right into the quickly developing plot.

The fiery woman leapt into the air and caught the current in the whipping wind. Her hair flailed around her face wildly, almost like a raging wild fire. No doubt this was due to Storm's insanely strong hold over the weather and winds.

"I think I've had enough of this damn wind…it's putting out my spark," she mused in a melodic voice. Her eyes narrowed slyly as she spoke, and she was talking towards Ororo in particular.

Storm wasn't exactly paying much attention to Phoenix, for it wasn't too long ago that she had rejected to help the X-men, and Storm couldn't possibly accept the fact that Jean, or rather Phoenix, would turn against them, or the mutants in general at that. So, thus, she wasn't ready when she felt an invincible blow to her head. And of course the power-hungry Phoenix didn't stop there. Once Storm had been knocked out of her concentration and onto the floor, the fiery woman continued to strike at Ororo until finally the woman managed to summon a weak strike of lightning. Even still, Phoenix managed to jump away from the bolt. Ororo swore to herself as she found that she could hardly move through the bruises and blood that Phoenix had so kindly given her.

"How does it feel?" the woman hissed.

Storm let her head fall against the hard, earthy ground in temporary defeat. "You tell me. You're the one destroying the ones you love…" she breathed, another lightning strike ripping through the sky towards her.

She sighed contentedly. "Wonderful, actually," she purred, stepping away and narrowly missing the second bolt.

Ororo's eyes suddenly stung, and she felt the prescience of tears behind her lids. She gave a shuddering sigh that she managed to turn into a cough, and then she decided that she would try something that could either save the team and end this war, or it would kill her.

'Jean…fight her,' Ororo begged mentally, through the connection Jean held for the two friends. She was straining desperately to reach the Jean that was now locked away under Phoenix's hold.

The woman physically flinched backwards and gave the white-haired woman a horror-stricken glare. She then barked, "How dare…how…dare…" her voice slowed and was replaced with her struggling to find the air.

'Storm…' Her voice was such a relief to hear, despite the fear and loneliness it held.

'Fight her, Jean! We need you…this has to end,' Storm replied strongly. Her gaze lifted to Phoenix's dark eyes, which flickered a deadly shade of red.

"Shut up!" Phoenix snarled in an unearthly voice, just before throwing a sharp kick at Ororo's chest, knocking the air out of her lungs as she uttered a scream that turned into a gasp. A cracking noise had been heard.

She coughed violently as she rolled over slightly, blood spilling from her mouth in splatters. She sucked in a wheezing breath as she finally fell limp; the crushing pain in her chest and the pain of her wounds finally starting to taking a toll on her consciousness.

'…Jean…please don't do this…' she whispered via their mental connection. 'If not for me…then do it for him… For Scott…because god only knows how scarred...how heartbroken he is.' She paused, and then cried, 'You love him, Jean! …and if that doesn't do anything, then I don't think anything will…'

"The man…the man I love…" she breathed, her eyes searching the battlefield for answers. "No…no…" she mumbled, her head shaking slightly. Her eyes then dyed the bright hue of red, and she snarled demonically, "I care for no one…"

----

Meanwhile, Rogue was doing all she could to dodge bullets and the cure guns. She'd realized a little too late that her powers weren't very helpful over the far distanced combat, so she was just waiting in the sidelines for when she was really needed. Even still, the humans wouldn't tolerate the mutants, and they shot at any and all whom they could get a clear target on.

But after running a bit off-site, she found herself nearly completely surrounded by armed humans, with rifles locked on her. They were about 150 feet away, but even still, Rogue could tell she was about to face her untimely death…

She heard the explosions and winced. The bullets rearing out of the guns… She could tell they were growing closer, but she'd fallen under the deer-in-the-headlights stature and she felt frozen in fear.

And then there were several dozen explosions, these less ear-shattering than those of the guns.

Rogue gasped as she spied a few playing cards floating through the air in front of the soldiers. She whipped her head around, and there Gambit stood. A smile of confidence was glowing on his face, and two cards were between the fingers of his right hand: the queen of hearts and a joker.

She rushed into his welcoming arms, and then she uttered a tumble of "thank-yous." One of his arms laced around her waist, and his eyes darted between the soldiers as they now aimed at the embracing pair. He narrowed his eyes, and with the flick of a wrist, the soldiers were no more.

"Oh god…Remy," she cried quietly into his shoulder. Her arms were securely around his neck, and as soon as he was sure the soldiers had fallen, he gave a sigh as he pulled her tight against him.

"I couldn't just leave you alone…" he whispered into her neck, "I mean…it's a war for god's sake…"

She slowly inhaled and felt the warm hazy feeling of his scent. She moved just enough to catch his eye, and then without thinking, the two brushed lips. As the chilling feeling rose in Gambit's jaws, he pulled away with a sharp inhalation.

"Not right now," he breathed, shaking his head slightly, "I came here to help…not to pass out again."

Rogue nodded and breathed, "Yeah…" She paused before she continued, "But you're…you're still healing…"

"I've been locked up in that damn place for a week. I'm fine," he objected.

Despite the happy reunion of the two lovers, the images that came next were almost unbearable to watch. Yet, the X-men along with the humans couldn't seem to tear their eyes away.

Bullets exploded left and right. Phoenix remained on the ground level, her eyes scanning slowly, as if lost and confused. The fire in her eyes never died, but tears soon flooded in.

'Get out…' Jean cried pathetically from within her mind.

'There's no use now, Jeanie. They're as good as dead at this rate,' Phoenix growled back.

'If you kill them…if you kill them--I'll destroy us,' Jean threatened.

'That's never stopped me before, sweetie,' Phoenix replied curtly.

The Phoenix gave a bird-like shriek of joy, and then soared up into the air, several stories above the battle below. Her arms were extended rather majestically on either side of her, and her eyes were burning wildly with the furious shades of red.

Jean, struggling for control over the force on her body and soul, cried. Tears spilled from "Jean's" eyes, but seeing as the Phoenix was in control, the tears that were supposed to be a watery waste product, came as blood instead.

Her vision was dyed red. Just like his.

Her lips quivered. She tried to apologize to them, but the Phoenix and her overbearing powers of sin forced her to take a momentary vow of silence. So, instead, Jean screamed.

'I'm sorry,' she cried aloud over the battle raging below. 'I…I broke so many hearts…so many souls…' her eyes wildly gazed over those whom she'd called friends, and as they did, the fire glowed from her eyes. The bloody tears still flowed from her eyes as she begged for forgiveness, 'I hurt you…' she stared into what seemed the very souls of Scott and Logan, 'and I enjoyed it.' She flinched back at the truth.

"Seems little Jeanie is a bit shaken," Phoenix hissed. "Or maybe I'm just to strong for her to bridle."

Her eyelashes swept over her reddened eyes, clinging to the smallest bits of blood. Her vision was dyed such a deep shade of red that it made her sick. After a shuddering breath, she looked to Scott and then Logan, and then to the first man again, desperation and anxiety rising dangerously within her. Her face was twisted with many expressions; none more identifiable than the deadly seductive grin mixed with the somber grief. Jean was fighting Phoenix; soul fighting body, and it was ripping her apart.

Her scream was vocalized now, and as Phoenix dove deeper into the darkness of Jean's heart, ripping it up along the way, both Logan and Scott flinched back, feeling as if their chests were on fire as well. Their connection to her was indescribable, and undeniable.

Flames then erupted from her limbs and easily over took her body, causing her to give off a vibrant red-orange glow. Her glance flickered over her shoulder for a brief second, looking back to the mutants whom Jean once called allies, and then she threw her head to the darkened sky above her as a now soundless scream exploded from deep within her.

"So be it…" Phoenix hissed aloud.

Quickly following this, her eyes fell closed entirely as the fire seemed to concentrated around her chest, specifically over her strained heart. Her breaths came up short and she struggled to keep herself alive as the fire seemed to tear it's self out of her body; Phoenix was literally ripping herself out of Jean's body.

Magneto turned at this point, and he commented, "That will leave a scar…"

Phoenix, a glowing feminine figure made entirely of white and bright orange flames, smirked devilishly at Jean as she attempted to come to her senses. The copy of Jean engulfed with flames then reached out and gently grasped the true Jean's chin and whispered, "Don't mistake this as freedom."

And with that, Jean fell into the darkness of unconsciousness, and Phoenix dropped her hold on the woman. She descended into a sickening fall that was clear over ten stories high. Phoenix smiled to herself as she watched the mutant fall back to earth; it would be death-defying if she managed to survive. The fiery spirit then turned and extended her arms, which melted into feathery, fiery phoenix wings. She too dived beside Jean in the high speed fall, and she hissed, "I hope you're as strong as they say…for if not I've made a fatal mistake…" Phoenix then pulled up, and she flew a few dozen feet from the ground as she literally breathed fire upon the dried earth below, creating a wall of flames between the humans and the mutants, the X-Men and the Brotherhood.

"Logan!" Rogue shrieked over the gunfire, pointing to the scene before them.

He whipped around, and whispered, "Jean…" knowing there was no possible way to save her at this point.

"Jean!" Scott shouted rather desperately. He'd only seen a glimpse of her in the air, for he was actually having a one-on-one with another mutant of the brotherhood. He'd actually had to do a double take when he saw her tumbling out of the sky.

He was close to one hundred feet away; Jean was only about fifty feet from the ground, and Scott was starting to lose faith in miracles.

The adrenaline fired through his muscles insanely as he made a mad dash for her. Although he'd seen Phoenix separate from Jean's body, he had no idea if he was running to seize a living or dead Jean from a lethal fall. He hoped she was alive, for if not he might just have to kill himself from the strain. He cried out to her again, and then just as they were both twenty or so feet from their destination, he again made it to a speed he didn't think possible for anyone, let alone him. He then came to a skidding halt with less than a second to spare, and he fell to a sliding position as he caught her out of the air. His heart had stopped, but when he fell to his knees, he gave a shuddering sigh of relief and he clutched her with a death grip to his heaving chest.

"Jean…" he whispered, just before kissing her forehead. He then suddenly remembered that he didn't know if Phoenix left her alive or not, so he gently propped her further upwards, balancing heavily against his kneeling figure, and he held his own breath as he lied his head against her chest. "Please," he mouthed.

There was nothing.


	14. Ultamite Part 2

**Author's Note: **Continuation of Chapter 13... Yes, I basically split the chapter right in two, and this picks up immediately after chapter 13.

Ugh. Saw X3 again today. Still not impressed with it. Although I have read that it was so good in the box office that they are seriously concidering an X4. Hopefully Bryan Singer would come back if they did it (:

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M. **There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Gambit, Rogue, Beast, Magneto, Xavier, Bobby, Kitty...more in other chapters

**Pairings:** major Scott/Jean, major Rogue/Remy,minor Logan/Ororo, moderate Logan/Jean, minor Bobby/Kitty

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**14 -- Ultamite Part 2**

He drew back in disbelief. "No…Jean…" he paused as the shock began to sink in. "Jean…Jean listen to me…" he pleaded. His hand trailed to her neck, desperately trying to find some sort of pulse.

She then coughed violently and her lungs began working again as she fought for air. Scott uttered a thanks to god beneath his breath as a shaking smile over came him. He then stroked her shoulder gently, justencouraging her to breathe.

"Cyke--!" Logan cried desperately off to the left.

Scott looked to him, and then looked to where the man's eyes were motioning. The mutant that he'd been brawling with was ready to draw blood from either himself or Jean, and instant fury came over him. He fiddled with the switch on his visor and released a blast of red that caused the younger mutant to soar backwards and come near death by colliding with a tree.

He uttered a sigh as he rubbed his forehead with his free hand. He then realized that it was relatively quiet now, save for the occasional crack or pop of the blazing wall between them and their enemies.

"Damn it…" Logan swore a little too loudly.

Scott turned slightly as if to ask what was wrong, although he knew the answer already.

"How the hell are we going to fight if we're two down…? Or maybe even four down…if we stay with them, that is," Logan questioned, motioning to Storm and Jean. "It's not like there was that many of us to begin with."

"I don't know," Scott replied breathlessly, still shaking with disbelief.

Logan then motioned to Jean and asked emptily, "Is she alive?"

Scott nodded, and Logan closed his eyes and gave a sigh of relief, just asthe other manhad only moments earlier.Scott then called over the growing roar or the flames, "You go; I'll watch them."

Logan arched and eyebrow. "You sure, Cyke?" he said reluctantly.

"Just go…I've got it covered," he insisted.

Logan then rose and carried a semi-conscious Storm to Scott's side. He then growled, "I swear to god--"

"Logan, just get out there," Scott insisted as he threw a hand over his shoulder, motioning for Logan to get back into the mess of the battle.

As he left, Scott eased Jean against one of the trees behind him, and then shifted Storm so she too leaned against the trunk of the towering tree. He then shook himself back into reality, and shifted his gaze to the skies, locating a rather diabolical-looking Phoenix floating above them. He rose reluctantly and stood guard over the two women, ready to kill anyone other than their allies that drew near.

----

A few minutes had passed when Jean mumbled incoherently and pushed herself away from the ground. She held an unsteady hand to her forehead as she moaned quietly in pain. This instantly had Scott beside her, trying to tend to anything she needed. Although it took her a few moments to actually come all the way into her regular self,but when she did she was shaken and she didn't believe her eyes.

"Scott…?" she whispered through barely parted lips. She reached for him with her free hand, and her fingers brushed against his shoulder. "Oh my god…it was real…"

He pulled her rather roughly into an embrace, and he swallowed harshly as he tried to find words to explain himself, or anything at all for that matter. She pulled her arms around his back and gave a shaky sigh due to her overbearingemotions.

He had his back to the flame wall and she was in view of it, and she finally relaxed slightly when she realized this was real, and that Scott wasn't going to slip away again. She was only beginning to smile with reliefas her eyes scanned the sky. There she found Phoenix, eyes wild with power and her body flickering with flames that mirrored the wall before her.

"Oh god…" she whispered, pushing Scott away slightly as she turned to get a better look. Scott's arms were still on her shoulders."She was inside me…" Jean breathed, resting a hand over her heart. "And she left me alive?" she whispered, her face showing perplexity.

Scott displayed a shaky smile yet again, and he touched her head and smoothed her hair as he whispered, "Jean…you're free."

"No…" she objected quietly, shaking her head. "I can guess why I was left alive," she breathed, her eyes glazing over with tears again. It wasn't fate that she'd survived the fall.

"Jean…what, what is it?" he whispered hurriedly, panic beginning to over-throw him again.

"I'm her host…" she explained, in a far off voice, "She can live as long as I'm still alive…that's got to be the only reason I was left…" She paused and then cried, "That's why she said 'fatal mistake!'"

Scott shook his head, as if he wasn't able to understand what she was saying. Jean then focused her view on the taunting wall of flames beyond Scott, and she sighed miserably. Her eyes fell closed as she whispered, "I know what I have to do."

He looked over his shoulder, as if he'd forgotten the flames were there. His eyes widened as he understood what she was saying. Jean rose to a standing position with great difficulty, and then she edged away from the man she'd given her heart to. His fingers were firmly around her wrist, and he had no intention of letting go.

"Scott," she whispered, her voice threatening to break, "you have to let me do this." She began to push against him mentally, causing him to almost misstep as she edged him away. "It's the only way…"

"I'm sick of hearing that, Jean. There's got to be another way." His voice was cold, and he grimaced as he saw her flinch. He hated to hurt her.

"Scott, would you rather the whole world suffer from her wrath, or just me?"

"There's no difference; you are my world," Scott objected loudly, although he knew there was little hope of him winning _this_ battle.

"Please…please, just let me go, Scott." Anymore of this arguing and she just might breakdown again.

He stared at her. There was no way in hell he was going to let her slip away, again. Or at least that's what he so strongly believed. But without consciously knowing, he'd released her.

She nodded, and then whispered, "If I die, then she dies. The world will have peace restored partially, and everyone will eventually be able to move on," she paused. "Including _you_, Scott." And before he had a chance to object, or even respond, she turned to face the flames that spelled her doom.

"Nuh uh, Jeanie," Phoenix said curtly. She extended one hand towards the woman, and a stream of fire thrust Jean to the side, pushing her to the edges of the rock that towered above a deadly river.

When the woman stopped pushing Jean, she groaned as she attempted to rise again. Phoenix had thrown her so that her shoulder had scraped gruesomely against the earth and rock, causing Jean to wince with nearly every move she made. She managed to prop herself up with her hands by the time Phoenix floated down to the earth's floor.

The woman's curvaceous figure looked only more menacing when one had to look up to her. Jean knew she was being held at the demonic woman's mercy now, and there was no way out…

A bright red light cut through the air at an insane speed. Phoenix smirked delightfully and looked over her shoulder just to the slightest degree before the beam hit her dead center in the back. Her narrowed eyes instantly lit up on contact, and then her smile grew further.

Jean saw it all happening, but she thought her eyes were deceiving her. Her mouth fell open slightly, and then she uttered, "You're insane…"

Phoenix sighed as she spread her arms outward and tilted her head back. A few laughs escaped her and then she cocked her head as she purred, "Your boyfriend forgot. His sole purpose is to provide his gracious love…" She then turned to the slightest amount to face Scott, who sported a grimacing face. Phoenix's flames leapt into the wind as she extended an arm towards the man, now summoning his energy.

"Scott she'll kill you!" Jean screamed over the drastically growing roar.

Phoenix's smile faded slightly, but her lips were still parted as she whispered, "Don't stop now, Scott. And don't you dare close your eyes…" Her eyebrows then tightened, and she began to pull energy from the man, rather than just letting it flow into her.

"You claim you love him…" Jean growled, crystalline tears flowing from her eyes, "you know nothing of it."

"Oh really?" Phoenix replied, arching an eyebrow as her venomous look returned. She gave Scott one final look before she released her hold on him. His beams died off almost instantly, and he staggered backwards. Once he gained his footing, he began to advance on Phoenix, but she muttered, "I don't think so," and with her already extended hand, she threw a waterfall of flames directly at Scott. There would be no escape this time, Phoenix made sure of it with the flames spanning over eight feet wide, and leaving no time to run.

The flames engulfed his form, and he disappeared behind the undying block of fire. Jean uttered a tiny cry, and grimaced as she staggered to a standing position.

Luckily, Bobby had turned at the perfect moment, just mere seconds before the flames hurtled towards Scott, and he'd used his own powers to throw up and ice wall before the fire. It took everything the Iceman had to keep the wall solid and strong against the fiery heat, but hewould manage.

Scott winced before the flames hit him, but when he felt a cool air around him rather than the rage of the flames, he looked up and saw Bobby standing not but two dozen feet away, his hand extended and blue crystals flowing from it. Scott nodded and mouthed "Thank you," before he turned back to attempt to see through the flames.

Phoenix left the one hand extended, and then looked to Jean with a vile grin over her face. And it was that very look that sent a shudder to Jean's heart, because in that look, Jean could see herself mirrored in the woman's figure. "You're me…" she whispered, trying to understand why this had happened in the first place. "Why, then…?"

"Because it was perfect," Phoenix replied calmly, her smile seemed as if it would never fade.

Jean shook her head, and edged backwards. She needed to escape. She needed to see if there was any hope for Scott. Neither woman had seen Bobby slip in at the last moment, so they both assumed the worst for the man.

"Jeanie…oh poor Jeanie. You're so innocent. Did you ever wonder why exactly you were born? Why you had your mutation? Or even why you fell in love with Scott?" Phoenix tried to explain. "It wasn't fate, Jean. It was all for me. It was because this was supposed to happen. I was supposed to take your place, and you were to die," she continued. She then chuckled and questioned again, "Did you ever wonder why Scott had his mutation?" She paused and then said sharply, "It was for me. His undying energy was made for the sole purpose of replenishing mine."

Jean shook her head again and spat, "You're sick. And you've killed him, you idiot."

"I know it's hard Jeanie, but it's the truth," she cooed. "And if not for Magneto, things would have progressed a lot faster," she added. "And in answer to your statement; as long as I've got you, I don't need the excess energy."

"I'm not…I won't," she grimaced.

"Too bad you don't have a choice," she growled coldly as she withdrew the fire from around Scott and added it to her own flames. She then extended her arms and the flames reshaped her to that of a phoenix, and she dove straight at Jean, pushing her over the edge.

She groped at the edge of the cliff, and managed to keep her elbows over the top as she struggled for a better grip. "I don't understand…" she growled.

"I need you weak enough for me to come back in, Jeanie!" the woman cooed. Afterwards, Phoenix swooped upwards and soared back over the scuttle between the mutants and the humans. The ice around Scott melted away soon after Phoenix withdrew the flames, and he rushed towards the weakening Jean.

"Jean…take my hand…" he muttered, reaching for her outstretched fingers.

They met, and Scott's heart rushed with temporary relief. Then they fell apart. Jean tumbled over the edge of the cliff, and Scott was left above.

"No…no…Jean…" he muttered in disbelief. "NO!" he shouted into the smoky air that burned their lungs. His lasers grew noticeably stronger behind the visor, and then they broke through the barrier on their own. His breath came in short bursts as he fumbled with the switch, containing the red blasts once again.

Rogue sucked in an unexpected breath as she looked over her shoulder. "Logan--Scott…!" she cried to the Wolverine for help, and he nodded as he leapt off towards the man's cries.

Storm, who had drifted into a light dose, woke with a start and her eyes searched frantically for Scott. The flaming wall still burned strongly, and Phoenix had only added more fire to the entire scene. She drew in one long breath and then gave a long exhale before her eyes glazed over in the pearly-white fashion. Thunder rolled amongst the already blackened clouds that had been thickened by smoke. Rain fell in heavy sheets in Ororo's attempt to lessen the fire.

Phoenix looked up as it began to rain, but her flames were so numerous that she seemed immune to the downpour. As she attempted to rebuild her weakening walls of fire, she found herself out of breath, and out of strength to do so. Instead she decided to soar low to the ground while she sported the bird figure, hoping to keep some of the blaze between the gunfire alive. "They're my prey," she snarled, reassuring herself of her decision.

Tears would haverolled over Scott's ashen face if his mutation would have allowed it. "I was so close. So damn close," he whispered, although it's not like anyone would have heard him over the pounding of the rain. Logan arrived at his side not much later, and he attempted to console the clearly grief-stricken Scott.

"She's gone," he breathed through gritted teeth.

Logan did a double-take to see Phoenix, and then his face showed perplexity. He backed away from Cyclops uneasily, but didn't leave the man.

"Jean…?" the Wolverine mumured.

And almost as if that was the word to bring a figure back from the dead, a figure shot up from the crevice with an unmatchable force. Because of this force, a column of water chased after the figure like a vertical wave.

"Whoa," Logan gasped, "talk about magic word."

"Jean..!" Scott cried, more blind relief flooding into him.

Once more Jean had defied the so called "truth" of what her fate was supposed to be, and she fought back death. Her arms were outstretched as she kept the water rushing behind her, a vertical river behind her floating form. Her brow was sewn together, but when she eased back down to the surface of the cliff beside Scott, she softened to the slightest degree.

"What!" Phoenix shrieked through the rain. "Impossible…" she hissed, "don't you people ever die?"

"'fraid it takes more than that," Jean cooed in return, the smirk coming to her face this time. She looked to Scott, who was now rising to his feet, and she smiled, "It takes a lot more than that."

"Oh really?" Phoenix stated matter-of-factly. "Jeanie, I don't think you understand…" a massive sphere of flames engulfed her wrist and palm, which was flexed menacingly. Her voice came slower now, and her heaving breath was more noticeable as she threatened, "…the good guys don't really win." She looked to Scott, "The good boys don't every get to keep the girls." She then looked between the two, Jean and Scott, and snarled, "…AND LOVE CONQUERS NOTHING!" This was as she threw her arms before her, summoning her last bit of energy to create another cascading mass of flames.

Jean thrust her waterfall at the flaming goddess just as the moment the flames over took her and Scott. It was the final, desperate attempt to save the others from the on-going wrath of Phoenix, but their sacrifice would be necessary…

Screams and cries filled the rain-drenched air. Distinguishing Jean from Phoenix was a bit of a challenge. The wall had missed Logan by inches, but Scott and Jean were locked in the mess of flames. He'd thrown his arms around her defensively,and she continued to hold one hand before her directing the water, the other was around hisneck.Phoenix withdrew herself as the water pummeled her; literally beating her to the ground.

Logan stared at the flames as if he was going insane. Surely the two would be dead if something didn't happen soon… But Ororo had already taken care of that, for lightning cracked threateningly above their heads, and the downpour grew heavier. So heavy, that it actually began to weigh down on Logan's shoulders, and it was impossible to see more than five feet ahead. But poor Ororo grew so weak so quickly, and her eyes fluttered dangerously as she began to slip away into unconsciousness…

The rain eased up, and silence dominated. Two figures were revealed.

Burned, and likely to be scarred for life, Scott and Jean lied on the ground where the wall of flames had reigned. Not too far away, the humans were waiting to advance on the opposite side of the even larger wall, the side where Logan laid eyes upon the dead figure of Phoenix. A mirror image of Jean, except with a fading pearly white glow. The flames around her, and most around the scenery-flames had died off from Ororo's rain-summoning.

Now all that was left was to convince the humans to run home again, and that the so called "cures" weren't worth it.

Logan snarled in a warning tone, and he threw his wrists beside him as he stood. "You wanna shoot me?" he taunted, "Go ahead and friggin' shoot me."

The humans weren't exactly sure as how to approach him, but they knew that a mutant beckoning to be shot at was defiantly not good news.

----

The battle raged on for a few more hours, and then it finally came to a close. Countless people had been killed, both humans and mutants alike. Eventually the humans drew back after being weakened significantly, as they realized this fight was not worth dragging out.

Logan retracted his claws finally, signaling the end of the battle. The war had finally ended, and the mutants had overcome one of the biggest obstacles yet. But this, of course, was not achieved without great sacrifice.

The mutant who referred to himself as Wolverine turned back, glancing over his shoulder at the two figures still lying on the ground. Scott and Jean had never awoken from the damage inflicted by Phoenix. Storm managed to regain her strength, but she wasn't of much use for she realized she was injured horribly in her chest cavity.

Overall, the mutants had received fewer injuries, but the ones they did take were fatal. A few had even died, fighting in this last stand.

Logan closed his eyes, wanting everything to stop. The reality hit him like a cold punch to the chest, feeling as if the wind had been knocked out of him. How could the battle of gone so horribly? How could they have possibly lost both Jean and Scott? He sighed miserably at his useless questions, when all of a sudden a familiar, elderly voice filled his head:

'I've readied the jet. Bring them home, Logan.'

It was a somber tone. But it was still comforting, nonetheless.


	15. One More Day

**Author's Note: **So the fight is over. So Phoenix is over and done with. Or is she? The team suffers greatly from their extreme loss... This chapter was helped greatly by listening to _One More Day_ by Diamond Rio on repeat. (:

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M.** There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser): **Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Gambit, Rogue, Beast, Magneto, Xavier, Bobby, Kitty...more in other chapters

**Pairings:** major Scott/Jean, major Rogue/Remy,minor Logan/Ororo, moderate Logan/Jean, minor Bobby/Kitty

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**Chapter 14 -- One More Day**

Fragile emotions encompassed the entirety of the mansion the following day. A gentle, soft new-summer sunlight streamed in through the crystalline windows, illuminating the dark halls.

News had spread fast. The students had all known what happened, or at least the synopsis of it. Phoenix was real. She tore through Jean, but left her alive until she murdered the telepath and the man closest to her. Classes were cancelled due to the extreme grief from the teachers. But still, every so often a student or a group of them would come across Logan, or Ororo, or even Hank. The kids would smile feebly, andthe teachers would give the faintest trace of one in return while nodding their heads in reassurance. The students didn't need to be stressed anymore than they already were.

The three adults mentioned, they were actually in pretty fair shape. Logan had no physical damage due to his regeneration, no doubt. Beast had managed to keep just about every human away from him, so he had very minimal scrapes and bruises beneath his shaggy blue fur. Storm had the most of the three; her arm waswrapped in gauzefrom the deep gashes Logan had given her, and several of her ribs were broken due to Phoenix. Other than that, she was doing very well.

While all the students who hadn't partaken in the war were gawking at the teachers, Rogue and Remy had retreated to her dorm, both shaken at the previous night's events. When they had all returned in the jet, which the memory had phased by both of them, and then returned home, Remy offered to spend the night with Rogue incase she had a post-traumatic reaction. Rogue had slept on her bed, tossing beneath the sheets as her dreams relived the horror; Remy remained on the couch watching her closely, fearing to go to sleep in case she woke crying. Neither mutant was injured much; Remy had suffered a bullet to the shoulder, but Beast took care of it while in the jet.

Now the two were sitting in her room; in silence, in their own thoughts. Remy hadn't gotten close to either Scott or Jean, although he did find both of them to be very modest and strong mutants, thus admiring them a bit. Rogue never really spoke with Scott much outside his classes, but she was somewhat close to Jean, whom she'd gone to more than once on advice with her previous relationship with Bobby. And because of this she hadknown how close Jean and Scott were and how much she truly loved him; although the depths of itshe would never understand.

After staring out the window for several minutes, Rogue turned quickly and bit her lip as she balanced with her palms on the windowsill. "Remy," she breathed, breaking the silence, "I have something to tell you." Anxiety bubbled in her blood as she flicked her hair away from her face nervously.

He looked up, his eyes meeting hers in acknowledgement. He was sitting on the couch again, but now he straightened up slightly as he tuned his ringing ears to listen to her soothing southern-dipped voice.

She sucked in a breath, paused, and then exhaled, "I was hit with a cure." She wound her hands together as she took a step towards him.

"Rogue, why didn' you tell me?" he breathed, fear in his voice. He rose with a start and strode to her quickly. "I…I…" he stammered, "I though' I was protectin' you… An' I missed that…"

Their minds seemed to connect as he opened his arms to her, and she leaned into the curve of histoned figure. She brought her hands to her face, tears threatening to spill into the cuffs of her long-sleeved shirt.

"Cherie… That…that means you can touch…" he said breathlessly as he smiled, stroking her head.

She shook her head and mumbled, "I pulled it out when only half the serum was in…"

"Cherie…" he put his gloved thumb beneath her chin and lifted her head up gently. "Try," he smiled.

Her smile shone through her tears, and with his permission, the two leaned even closer, eyes fluttering closed as their lips touched gingerly.

"It's alright," Remy breathed into her lips.

They kissed slowly while in each other's arms, her savoring the moment, while he took in her beauty. The light grew slightly more orange in color, hinting towards afternoon.

Below the young lover's reunion, nothing but grave feelings and false hope choked the still air. Both Charles and Hank stood pensively observing two mutants in the hospital wing of the mansion.

Side-by-side, Jean and Scott lied on two hospital-like beds. Knowing what the older mutants knew, the very image of the two lovers together in their condition was enough to break the observers' hearts. Both Hank and Charles had to constantly remind themselves that they were patients now, and push away any emotion relating to the two individuals if they wanted to progress with possible healing.

Xavier was continuously diving in and out of both of their minds, trying to find some sort of life, some sort of acknowledgement of the real world outside their unconscious memories. Luck proved false, and meanwhile Beast ran blood tests on the two, sent both through thorough x-rays, and monitored blood pressure and their hearts. The two doctor-figures hardly spoke to one and other; the situation was far too somber for words.

Their heartbeats were magnified as electronic pulses. Jean's heart was steady, but would often thud erratically with no warning. During this time both Hank and Charles would pay closer attention to her, but other than her heart, nothing was out of the ordinary, including her blood flow. Scott, on the other hand, would retain the steady pulse for much longer, but on seldom his heart would drop to the deadly record of ten or eleven beats per minute. How he had managed to continue living after these instances, neither doctor could prove.

"I don't understand," Xavier sighed, his frustration growing rapidly. "Jean should have retained the events of last night through her telepathic memory, so I would think she would just be on the brink of consciousness and her heart would be steadier. Scott, on the other hand, I would think his heart would be the erratic one due to all the stress his body has gone through in hours past…"

"Science still holds mysteries, my friend," Hank replied, looking over a few papers for the fourth time in mere minutes. He paused and then added, "Perhaps Jean pulled another telepathic stunt...you had said before when she had been under the lake she'd been in some sort of 'cocoon.' Maybe it's possible that she threw that barrier up over herself and Scott at the last minute."

Then it happened. Jean's heart rose to the normal, conscious, level. Her eyes slowly swept open. Charles lifted his head, and Hank looked up from his work. Both acknowledged that she had regained, what looked like, consciousness.

"Mmmh…where am I…?" she questioned softly, as she tried her hoarse vocal chords. Jean raised a hand to her head and blinked sluggishly as she attempted to remember where, or even why she was there.

"Jean… You are in the mansion," Charles replied calmly, smiling warmly at her as she propped herself up slowly.

"My head hurts.." she murmured, slightly childishly. She moaned quietly as a minor headache ripped across her mind.

"Do you remember last night?" Hank asked gravely.

"No…" she breathed, rubbing her head as she propped her elbows on her drawn-up knees. "N-No…"

'Amnesia. Or even stress,' Charles called mentally to Hank. He nodded in response, thinking it was a logical solution here.

"What happened, then?" she moaned quietly, looking to Hank from the corner of her eye.

"Phoenix separated herself from your body, and brought a devastating war upon us," Charles explained. "She attacked you, and…" he extended a hand towards the man upon the other table.

Her eye's followed the elder man's hand and her heart stopped. The pulse line she was connected to went flat for a few seconds, and then began beating strenuously. Her hands dug deep into her roots, and her lips had parted slightly.

"She did this…she did this to him?" she breathed, the words a dry whisper.

Charles nodded gravely.

Before she lost control of her emotions, she asked feebly, "Is…is he okay?"

"He's not exactly where we'd like, but mere minutes ago, nor were you," Hank answered.

The memories slowly flowed back into her conscious memory. She bit her lip, and held a hand over her mouth. A pain had embedded itself within her heart as she realized that Scott may very well die. Tears overwhelmed her, and she adverted her gaze from her doctors.

"Jean, you need to tell us what is wrong with you…for both of you are in critical condition, and we can't seem to find a true answer to it…" Charles said soothingly, wheeling his chair to her side as she sobbed quietly.

Two days later, Jean was allowed to walk on her own again. She was unhooked from the monitors and the IV's, but Xavier asked her to continue to spend the majority of her time in the room, "just in case." And she had no problem with this, because the first thing she did after being released was she went to Scott's side. From there, her shuddering fingers rested on his forearm, hoping he would somehow spring to life. The only thing that happened, was that his heart beat jumped for the moment, but settled as Jean glanced at the monitor.

She looked to Xavier, but he was already ahead of her. "He knows you're there," he replied quietly.

Jean looked down at the man again. Miserably, she closed her eyes and fought back the knot in her throat. "But we can't get him back, can we?" she whispered hoarsely, her voice breaking.

Xavier gave the smallest shake of his head.

"Scott.." Jean whispered, her voice barely audible, "you can't do this…you can't do this to us." She too shook her head, finding that she was filled with false hope.

Within the next couple of days, Jean was growing even stronger. Beast and Xavier took shifts now, and were not always in surveillance; this left time for Jean to attempt to revive Scott by her own methods. For example, she would often look within his mind (although she did realize this was against a telepath's morals, Charles had told her that whatever she could do to pull him awake was acceptable), and find that he was several years in the past, or she would try to speak to him, with little luck of results of course.

During one of these periods of time, she broke down crying, hopelessly trying to call him back to life. She fell to her knees beside the bed, and lied her face on his chest, letting her tears fall on his bare skin.

"…Jean…" The voice was so faint; she though she was mental at first.

But when the woman looked up, her reddened eyes saw Scott shifting slightly under her folded arms. She withdrew herself, and smiled like there was no tomorrow as she subconsciously laced her fingers within his.

"Hey," she sighed, her thumb brushing the side of his hand.

"Hey," he choked back with a dry voice.

"How do you feel?" she reluctantly asked.

He paused for a moment, thinking. "…like I was hit by a bus…that was on fire."

A smile broke across her face and she looked down, chuckling lightly. He smiled when he saw her do so.

"I'm serious, Scott…" her voice wavered back to seriousness, "you're scaring everyone here…" her voice dropped, "--including me."

"Well come here," he whispered, titling his head slightly.

Curious, she sat on the very edge of the bed.

"Closer, babe," he rasped.

She raised her eyebrows in question to the nickname, but shook it off as she drew closer.

"Oh come on…" he chuckled.

"What do you want, Mr. Summers?" she smiled, her eyes narrowing slightly as she looked over him.

"Reassurance," he breathed. He then edged forward, meeting her lips.

She returned the kiss, gently of course, and then she inched away and tried to see his eyes from behind the ruby lenses. "Scott…" she whispered, resting her hand against his chest; this sent an enlightening shudder up his spine, "you need your rest."

She still remained on the side of the bed, and he tilted his head farther, as if he was looking at something over the side of the it. She gave a sigh, feeling so much better now that he'd come to consciousness. Her hand rose to his face, where her fingers fiddled with a lock of his hair that lied in front of his face. Her fingers then fell down his cheek, and he rose his hand rather quickly to catch hers. He held her hand upon his face for several moments beforehe blinked rather wearily, finding that he did need sleep. Fatigue and hunger clawed bitterly at his fading strength, something he hated to show.

"Jean…?"

She snapped to reality and replied, "Yes?"

"…do me a favor."

"Okay…" she sighed, hesitant.

"Don't leave me here alone," he whispered bitterly.

His grip eased up on her hand, and she said quietly, "Don't worry… I won't."

He didn't mind showing this weakness to her; well…not so much.

Shortly after Scott had fallen asleep again, Logan came for a visit.

"Hey," he murmured. "The…the, uh, door was open."

Jean looked up, and smiled warmly at the Wolverine. "That's fine," she replied, having nothing much to say to that. She looked back down at the paper work as he strode up behind her, looking over her shoulder at the files.

"So..how is he?" he feared the answer.

"Okay…for the time being," Jean replied, not wanting to be too confident in the man's healing.

"And you?" Logan asked, almost innocently. "I notice that you're working, and you've only been awake...what...a week?"

"The professor says I need rest…but I told him that I wouldn't leave…" Jean sighed, feeling a bit stressed.

"I'm so glad you pulled through," Logan admitted, hugging her figure. She adverted her eyes from his, and nodded in response. "We were all scared, Jean…" Logan then found her gaze, and Jean parted her lips as if she had to do something else. He then searched her eyes and whispered, "Jean…I love you."

"Logan," she began, shaking her head slowly. She pushed his embrace away, and then turned, rubbing her forehead. "Logan, I've been down here for nearly a week after coming-to…and it's only made me realize…" she struggled to put her thoughts into words.

"How much you love _him_," Logan finished for her.

"Yes," she whispered to the point it sounded almost guilty; she turned back to Logan, with the faintest traces of tears in her eyes.

Logan gave her a faintly hurt look.

"Logan, don't do that…" she continued, "Scott and I…we've been together a long time. And he's…he's…" She looked up to Logan again, and sighed, "In all honesty, I think Scott and I have something that no one else would ever have, let alone understand."

Logan broke their gaze and nodded. He raised his eyebrows briefly as he turned away, and he murmured, "I guess you're right…you have made your choice."

"I love him, Logan…and I don't think anything could change that. I'm sorry…" she said calmly as the man strode out.

"Not even Phoenix," Jean whispered to herself, looking to Scott once more.

----

The next day, both Hank and Professor Xavier returned to the room in a rush. Jean had been looking over the more intricate details of Scott's medical records, smiling to herself at certain things, and raising her eyebrows at others. While busying herself in the finer points of the files, she hadn't particularly taken notice of Scott's heart rate dropping dangerously again. But when the line went flat, she swore that she'd had a miniature heart attack. She nearly knocked over the table when she jumped up with a start, and then the next thing she did was practically the equivalent of screaming telepathically.

And of course, this is what sent Hank and Charles running.

"Jean! --What's wrong?" Hank cried, out of breath when he practically barreled through the door. But as soon as he asked, he himself heard the flat tone and instantly sprang forward.

"His line…his line's flat…" she stammered, eyes brimming with tears and her hands shaking as she frantically searched his subconscious mind for the solution. She paused and then questioned, "Why is it doing this? I can't…I can't see any physical damage…" She turned on her heel to face Xavier.

He inhaled and exhaled slowly and then relayed what he knew: "It seems his chest collapsed on him after the two of you were attacked…but what we cannot figure out…is why it reformed by the time we returned to the mansion."

She returned silence, and the flat tone seemed like it would be a permanent part of her hearing. "What?" she cried, knowing that the very thought of it was impossible.

"There are still things in this world that even I cannot explain, Jean…" Charles continued.

"Hank!" she screamed, interrupting Charles as she was looking wildly over her shoulder, "FIX IT!" Her eyes looked frantically around the room, and a headache seared over her mind.

'…Jean…help me…Jean--!' Various mental cries and pleads of help crossed her mind, all in Scott's voice. She, in turn, let out a cry of pain as she groped at her hair. Her mind waves began to interfere with the electric current in the room. 'Jean! -- I'm dying… -- Help me…' The voice began to overlap itself, and Jean shied further away.

"Jean--" Charles called, a deep concern on his face.

"SCOTT!" she yelled, throwing her arms down, her chest heaving.

Hank and Xavier looked up, perplexed, fearful, and concerned. Then the men's eyes darted to the monitor relaying the man's heart beat. It started again.

Jean's eyes fell closed in slight relief; his voice had quieted, and her headache was easing up. She slumped against the wall as she sighed, fear causing her heart to thud against her chest. She touched her forehead gently, and then squeezed her eyes shut as she said to Scott, 'We're doing the best we can.'

After the horrific incident of near-death for Scott was over and done with, Charles asked, "Jean…I would like it very much if you would please leave the hospitality for a while."

Jean gave him an odd look. "I was the one who --" she objected.

He held up his hand. "I know. But I would prefer it if you were outside these walls…you haven't left this room, nor have you eaten or rested much in the past few days. I think it would be better for you to get some fresh air, and let everyone know you're still alive," he smiled at the last sentence.

"I promised to Scott that I would stay here, Professor. I'm not about to leave," she replied, anger rising in her voice. She felt as if she was being treated like a child again.

"Jean, I'm asking now, but I can make it a requirement that you stay away from this room unless I call for you," he replied, the warmth instantly gone from his voice.

"Yes, sir," she muttered, grabbing her coat off a chair and storming out the door. Once far from the medical room, she hissed to herself, "I can't believe he'd do that."

As Jean traveled through the halls, she avoided anyone she found as she headed anxiously to her suite. She hadn't been in the room in several months, and feared that it would be very different than the way she'd left it the day of the Alkali Lake incident. Her hand fell upon the doorknob that she had turned so many times in her life, and she closed her eyes as she strode into the room for the first time…

Few things had changed. Scott had left the room relatively clean, and it was clear he only slept on his side of the bed (this brought a small smile to her face out of respect). The one thing she did notice, was that he'd taken and gotten a recent picture of her framed, and it was on his bedside table, besides his abused alarm clock. This brought an even greater smile to her face, and the tears subsided. She fell onto the bed much like she would have when she was younger, and one of the first memories of her and Scott together in the room danced across her mind. She smiled as she looked back on it; they still acted much the same together as they did when they were young, except now they kept their relationship much more private than they did in the past.

_"Isn't it gorgeous?" he questioned, after she'd pushed him onto the bed, and fallen on her back beside him. _

"The room is beautiful, I couldn't ask for more…" she replied, smiling.

"Yeah…the room is great, but I meant you," he smirked softly, running a hand through her hair.

She felt her cheeks redden and she whispered mentally, 'You're making me blush, Scott…'

"That isn't the first time I've heard that," he replied. His hand fell to her neck, and he drew her close as the to kissed softly in the afternoon light.

Tears rolled over her cheeks as she realized the dead-standing fact: Scott wasn't getting better.

He was getting much worse.


	16. Living Is Easy With Eyes Closed

**Author's Note:** And so Scott is dying, Jean's struggling over his potential death, Rogue and Remy have celebrated Rogue's "cure." Logan and Ororo discuss what happened, what could happen, and what will happen. Ororo also attempts to help Jean to move on incase worse comes to worst... Final chapter in this series, and I am very proud to say that this series has had the most views/reviews of all my fanfiction so far. Thank you!

Oh yes...there is a flashback scene in this chapter, and it is completely in _italics_. That is how you can tell when it starts/ends.

AshCarroll - Thanks to you, I added the conversation between Logan and Ororo. I hope it suffices!

**Summary:** My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

**Rating: Between T-M. **There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

**Main Characters (most main to lesser):** Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Gambit, Rogue, Beast, Xavier...more in other chapters

**Pairings:** major Scott/Jean, minor Logan/Ororo,

**X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.**

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**15 -- Living Is Easy With Eyes Closed**

"Scott!" she screamed.

Her hand clasped his desperately. They were alone in the hospital room, but it was starting to look more and more like a prison each time she opened her eyes.

He coughed weakly, losing grip on the world around him. He knew she was crying, and he could feel his hand within hers, but everything else was too much to register with him.

"Scott…please…" she whispered, her tears falling freely. He was dying.

He was finally taking the dive.

He'd survived through Phoenix once, then Mystique coming back and shattering his heart, but facing Phoenix twice was just too much, he'd subconsciously decided. And there was nothing Jean, or anyone else could do or say to change it.

His fingers went lax in her hands. A sudden, violent wave of shudders raced through Jean. She looked like a frightened dog left alone in the rain because she shivered so much.

This time it didn't take so long for this fact to register: He was part of her, and without him she was incomplete.

She laid his cold hand beside his equally cold body, and then she clenched her jaws tightly. Her face screwed up as she tried to fight the next wave of tears.

Scott Summers was dead.

----

More than once that night she found herself out of breath. She wasn't functioning well anymore.

Jean wandered to the hospital wing, and invited herself into the cold room again. The Professor was inside, along with (of course) Scott. Charles did not look up, but stated, "Hello again, Jean." His chair was positioned behind Scott's "bed," and the Professor stared down at Scott's head pensively.

"I'm sorry," Jean breathed, "I didn't mean to interrupt…"

"It's nothing to worry about, Jean… I'm not making much progress at all…" Charles explained, "He's back to thinking he's in the past again." He paused and lifted his gaze to Jean, "He thinks of you very often."

Tears sprang up in the back of her eyes, and at the same time she blushed. She swallowed and then stammered, "How…how is he?"

Charles sighed heavily, and then closed his eyes, his head still very close to Scott's. With his eyebrows drawn together, the Professor replied, "His heart is still failing him. I fear he has internal damage that we did not catch initially."

Jean knew what that meant. Internal damage? Even internal bleeding gone unnoticed could be fatal. She blinked again, and then whispered, "Have you spoken to him?"

"Directly? No. Mentally? Yes."

Her eyes lit up slightly. At least it was something, right? "What did he say?" she asked anxiously.

"Nothing much… He is afraid. Doesn't want to die."

Her expression softened in pity. Scott rarely showed his fear to anyone. He must really be feeling the pain if he was speaking about his fear.

"Jean, I fear there is nothing we can do, except wait," the Professor lifted his head finally and sighed again.

"Professor…I can't do this. I can't sit around and wait for something to happen… It's killing me," she hissed.

"I know, Jean. I just heard that nightmare of yours. They're becoming very difficult to block out now," Charles replied gravely.

Meanwhile, Ororo and Logan stood in the kitchen. Now that news of Scott's potential death had gotten out the students would not sit still. Ororo knelt against the bar while staring out the window, and Logan leaned against the wall opposite her. Her arm was still in wraps, however the gash had healed considerably; it was her ribs that were giving her a tough time.

"Sorry about that," Logan murmured, motioning to her arm.

"Oh...this?" She held out the bandaged arm.

"Once I get on a roll you know it's hard to stop instinct," Logan smirked.

"It's just the animal inside you, huh?" Storm mused, "No matter...I know it was accidental, and it wasn't fatal."

"It'll probably leave a scar...and I'm sure it hurt like hell at the time," the man replied.

"Physical pain is nothing," she smirked.

A moment's silence came into play, and Logan took a drink of the soda he'd found in the pantry. It was no where near cold, but at this particular moment he didn't give a damn. "So...what about them, huh?" he sighed.

Despite the fact he hadn't addressed who he was talking about, Storm knew. She gave a heavy sigh and whispered, "I hope he survives. If he doesn't..god only knows what will happen."

Logan nodded slightly in response. Despite the fact he often picked fights with Scott, he did honestly enjoy his company. His death would most likely impact Jean, but Logan was sure he could help her move on if that so happened. "I actually haven't heard much about anything that's happened down there. Jean's been dodging us, it seems," he stated finally.

Storm blinked furiously. She'd known Scott since he'd come to the mansion when he was a teenager, and seeing him die would hurt just as bad as if a sibling had died. She closed her eyes at the thought, and gave a shuddering sigh. He had fought through everything Phoenix had thrown at him, and to see him fall now that it was over was extremely heart-wrenching.

"Well...one thing's for sure," Logan managed to smile.

Storm looked up. "What's that?" she questioned lightly.

"Phoenix is gone for good." He took another swig of the soda, and Ororo smiled. At least things couldn't get much worse, right?

----

It'd been a couple more days, and Scott's condition had slightly worsened. His heartbeat dropped frequently now, instead of every few hours as it had when they were first introduced back to the mansion. Storm saw Jean struggling, and asked that she help her with moving a few things out of her classroom. Jean reluctantly agreed, but she knew it would help take her mind off things.

"Storm…I just worry for him…"

"Jean, I know. Remember when you first told me?"

Jean smiled to herself. She remembered the night very vividly.

"_You're happy, for once," Ororo commented, a sly grin coming to her face._

"_Yeah…so?" Jean replied, finding it hard to hide her wide smile._

"_Who is it?" Ororo asked excitedly, connecting with Jean's thoughts._

_The red head blushed further and adverted her eyes. "Why should I have to tell you?" she was making up excuses jokingly._

_Ororo's mouth dropped slightly and she threw a pillow at Jean. She let it hit her, rather than stopping it telepathically. She laughed as it smacked against her, whileOroro was readying another pillow to throw as she cleared her throat. _

"_Fine…" Jean looked down at her feet, which were positioned cross-legged on the edge of Ororo's bed._

_Ororo gasped. "Wait!" her smile grew even with her mouth dropped open. "I bet I can guess!" _

_Jean rubbed her nose and left the hand over her face. Her smile was no longer hidden._

"_It's Scott, isn't it?" she cried._

_Jean looked up at her friend in affirmation._

"_Aww! You two are so cute!" Ororo squealed."So...is he the one?"_

_Jean's mouth fell. "Ororo..we're still teenagers...it's too early to even think of marrying anyone."_

_Ororo smirked in response. "You always seem like the kind of person that is devoted to something, whether it's a class or a relationship. Unless he totally screws something up, I have no doubt the two of you will still be together when you're 30."_

_Jean blushed. In all honesty, Scott had been something else. "But...there is something..." she whispered, "something I hadn't quite expected..."_

_Ororo leaned closer and listened intently. "What?"_

_Jean sighed. "I don't know exactly...but... It almost seems that he can talk to me telepathically, just like I can to you and anyone else," she replied. Ororo's eyes widened. Scott didn't possess telepathic powers, or at least not any that Xavier had identified. So for him to be able to reply to her telepathic-speak was something incredible._

_"Have you told Xavier?" She asked quickly._

_"No...because I'm not sure if it's real," Jean stated. _

_"How can you not know if it's real, Jean? If he was talking back to you, wouldn't you hear it in your mind?"_

_"Yeah...but sometimes its easy to pick up on impulses and sudden emotions, and its possible I'm mistaking the two."_

_"Well...then what has he been saying?"_

_"Mostly just things along the lines of that he loves me...I've caught him saying, or thinking that I'm beautiful...I think. Mostly stuff that he says only when its us two."_

_"Well how can you mistake that?"_

_"Well...when we're together I would almost say that he projects his emotions so much so that it's easy to pick up on them without even trying. And besides...it's not like we've held an actualconversation..."_

_"Maybe you two should try! Younever know if you can until you try..."_

"Too bad things aren't like they were back then," Jean whispered, upon shunning the memory away.

"What do you mean?" Storm asked, although she could guess at several answers to that question. When she didn't receive an answer almost immediately, she looked over her shoulder at Jean, who now had tears in her eyes. Storm dropped her box gently and turned back to her friend. "Oh…Jean…I'm sorry…I didn't mean for that --" she miserably failed at trying to console her.

Jean shook her head, signaling for Ororo to stop. She wouldn't meet the weather-woman's eyes, but she knew very well that even without looking at her, she was stricken with guilty pain.

"I guess I just miss the times when he and I were just…more free," Jean finally admitted.

Ororo looked back at her again as they continued through the halls. She turned away again, and then smirked, "You like Scott being young and rough, huh?"

Jean gave a small smile of laughter. "Am I projecting _that_ much?" she chuckled.

"No ma'am, I'm just a mind-reader," Ororo laughed as she dumped the boxes she carried on the floor beside a door in the far end of the hall. She then picked through her pockets for the soft-jangling keys to the door. Her comment brought a smile to Jean's face; a seldom experience these days.

Once Ororo unlocked the door, she shoved the few boxes inside, and then leaned against the doorframe, folding her arms over her chest. Jean was in a similar fashion against the wall just outside the room, except her hands were against the wall, and her eyes were closed.

"So how is he doing, in actuality?" Ororo said softly, "I haven't heard much…"

Jean sighed and her eyes fluttered open. She did not move her head to meet the woman's gaze. "He's not getting better, and the Professor says only time will tell," she rushed the words together.

Ororo looked down and raised her eyebrows. Same old, same old, she thought.

"I've tried to tell myself that he may not come back…but I just can't deal with it--"

"Jean…"

"I start tearing the room up and I just feel so alone--"

"Jean."

"Then I start thinking about how it used to be...how we came to be--"

"Jean!"

She looked up again. "What?" she asked suddenly, a slight anger in her voice.

Ororo pointed a hand past her. Jean followed it's direction, and her lips parted upon what she found.

"How…?" she breathed, pushing herself from the wall.

Scott Summers slowly made his way down the hall, presumably headed towards his room. His head hung low and he didn't see Jean nor Ororo yet. Jean didn't care. She bounded towards him, and collided with his body with no forewarning. He coughed at the impact, but after he hit the wall with Jean pinning him down, he chuckled.

"Glad to see you too, babe," he stated.

"You…!" she began, accusingly. Tears were visible in her eyes, and this pained Scott. She drew in a breath as she shook her head regrettably, "are a mess…"

"Love you too," he smiled weakly. His hair was slightly ruffled, and his clothes rumpled as well. Jean clung to him as if the world was meeting it's end, and Scott looked to Ororo in confusion, and mouthed, "What happened to her?"

Ororo merely mouthed back, "You."

Jean backed off slightly, and looked up to Scott's lenses. Storm, who stood off to the side in the open doorway, smiled to herself. "Three…two…one," she murmured, peering at the two.

They kissed. Storm smiled as she stole into her new classroom.

----

"…but how? I don't understand…" Jean stammered. The two had made it back to their suite at this point. The afternoon had changed to evening quickly, and the couple lied side by side on the bed.

"The Professor couldn't explain it either, I assume…" he replied, twirling a bit of her hair in his fingers.

"Scott -- you nearly died on me."

"I didn't…I didn't mean to, Jean."

She gave him a short, taunting kiss before arching her neck back and whispering, "I know, Slim. I know you didn't." She felt his heart jump, without even trying. He, in turn, chased her lips entrancingly.

His breath was cold, most likely from being near-death all week during recovery. But behind the ice was a burst of fire, embedded deep within him. When she met the sudden shift, she gasped quietly. They captivated each other when they shortly broke the kiss. Scott stared between her eyes, and she pried through the lenses to find his eyes.

Finally she whispered, "Take them off, Scott."

"What?" he snapped-to. "Jean…no," he replied firmly.

"I'm strong enough," she objected quietly.

"Jean…I won't," he remained objected.

She looked inebriated, but at the same time she narrowed her eyes calmly and eased herself closer to him. She was perched over him, and as her neck dropped, her lips teased with the edges of his.

"Jean…" he found it hard to argue, 'You know I swore I wouldn't.'

'It's okay to break this promise, Slim,' she returned.

Scott's jaw tightened, but he pushed himself into a sitting position. Jean crept towards him, her knees draped to the side. One hand kept her balance against the bed, and the other she lifted slightly.

"You ready?" she whispered. Excitement bubbled through her, but she wouldn't dare show it just yet.

He gave a short, reluctant nod.

Her fingers flicked ever so slightly, and she telepathically removed the glasses. At first his eyes were lightly closed, and then Jean inched closer and whispered, "It's alright."

Drawn by her captivating voice, he opened his eyes. Unshielded, uncovered, exposed. Energy exploded into Jean's senses as she fought back the red beams. Her heart skipped a few beats as she managed to push the energy to contain it's self just over his eyes, giving them a reddish glow.

"It's alright," she smiled softly in the shadows. The red light glowed dimly though the room.

Ecstatic over her accomplishment, he pulled her close and kissed her lovingly again.

"You're amazing, Jean," he whispered between breaths. "You…are…amazing."

The world seem to being to spin again at that moment. The moon began to rise in the darkened, star-dotted sky, and just outside their window, the first firefly danced delightedly in the summer air.

* * *

**A/N:**

1. I _realize_ fire doesn't do internal damage. Haha. It just...happened.

2. Sappy ending. I realize /

3. Totally made up that scene from Storm/Jean's past.

4. "Seeing yet blind" --It relates to the story because everyone had seen Jean Grey return, but they they had turned a blind eye (especially Scott) to Phoenix's rise.

5.Hope you enjoyed it (:

6. Want more? A sequel-series titled, "Untouchable Flame," is in progress.


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